NED UNIVERSITY OF ENGINEERING AND TECHNOLOGY KARACHI · 2020-05-11 · NED University of Engineering & Technology, Karachi, Pakistan. Ph: 021-99261261-68 Fax 021-99261255 Web: Page

NED University of Engineering & Technology, Karachi, Pakistan. Ph: 021-99261261-68 Fax 021-99261255 Web: www.neduet.edu.pk

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NED UNIVERSITY OF ENGINEERING AND TECHNOLOGY KARACHI

GOVERNMENT OF SINDH

REQUEST FOR PROPOSAL

Hiring of Consultants for Feasibility Study and Transaction Advisory Services

Technology Park, Karachi

May 2020


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CONTENTS SECTION 1: INVITATION LETTER ................................................................................................ 4

SECTION 2: INSTRUCTIONS TO CONSULTANTS ..................................................................... 6

2.1 Definition ................................................................................................................................. 6

2.2 INTRODUCTION .................................................................................................................. 9

2.3 Bidding Process Timetable ..................................................................................................... 9

2.4 Conflict of Interest .................................................................................................................. 9

2.5 Conflicting Relationships ...................................................................................................... 10

2.6 Fraud and Corruption .......................................................................................................... 10

2.7 Integrity Pact ........................................................................................................................ 10

2.8 Only one Proposal ................................................................................................................. 11

2.9 Bid Validity ........................................................................................................................... 11

2.10 Clarification and Amendment in RFP Documents .............................................................. 11

2.11 Preparation of Proposals ...................................................................................................... 11

2.12 Language ............................................................................................................................... 12

2.13 Technical Proposal Format and Content ............................................................................. 12

2.14 Financial Proposal ................................................................................................................ 13

2.15 Taxes ..................................................................................................................................... 13

2.16 Submission, Receipt, and Opening of Proposals .................................................................. 13

2.17 Bid Security ........................................................................................................................... 13

2.18 Basic Eligibility Criteria ....................................................................................................... 14

2.19 Proposal Evaluation .............................................................................................................. 15

2.20 Evaluation of Technical Proposals ....................................................................................... 15

2.21 Evaluation of Financial Proposals ........................................................................................ 15

2.22 Negotiations ........................................................................................................................... 16

2.23 Availability of Professional staff/experts .............................................................................. 16

2.24 Award of Acceptance ............................................................................................................ 16

2.25 Confidentiality ...................................................................................................................... 16

2.26 Consortium Agreement ........................................................................................................ 16

2.28 Schedule of Deliverables ....................................................................................................... 18

DATA SHEET .................................................................................................................................. 19

SECTION 3: TECHNICAL PROPOSAL – STANDARD FORMS ............................................... 22

FORM TECH-1. TECHNICAL PROPOSAL SUBMISSION FORM ......................................... 23

FORM TECH-2. CONSULTANT’S ORGANIZATION AND EXPERIENCE ......................... 24


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FORM TECH-3. COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE . 26

FORM TECH-4. DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN

FOR PERFORMING THE ASSIGNMENT ................................................................................... 27

FORM TECH-5. TEAM COMPOSITION AND TASK ASSIGNMENT ..................................... 28

FORM TECH-6. FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED

PROFESSIONAL STAFF ................................................................................................................ 29

FORM TECH-7. STAFFING SCHEDULE .................................................................................... 31

FORM TECH-8. WORK SCHEDULE .......................................................................................... 32

SECTION 4: FINANCIAL PROPOSAL – STANDARD FORMS ................................................. 33

FORM FIN-1. FINANCIAL PROPOSAL SUBMISSION FORM .............................................. 34

FORM FIN-2 SUMMARY OF COSTS (in Local Currency PKR) ............................................. 35

SECTION 5: TERMS OF REFERENCE ......................................................................................... 36

SECTION 6: EVALUATION CRITERIA AND SCORING SYSTEM ......................................... 41

SECTION 7: INTEGRITY PACT ..................................................................................................... 48

SECTION 8: AFFIDAVIT ...................................................................................................................... 49


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SECTION 1: INVITATION LETTER

Dear Sir/Madam,

Sub: Hiring of Consultants for Feasibility Study of Technology Park, Karachi.

1- NED University of Engineering & Technology Karachi (NEDUET), is one of the oldest universities in Pakistan since 1921. NEDUET has played a pivotal role in augmenting technological and industrial development by providing dependable cadres of engineering graduates. Assigning the highest priority to quality in education the development of indigenous capabilities in design, management and operation have been vital for the progress and prosperity of the nation. The policy and practice of the present-day administration in this university assigns the highest priority to quality in education.

2- NED University of Engineering & Technology Karachi (the “Procuring Agency”), invites “Technical and Financial Proposals” for Feasibility Study and Transaction Advisory Services to develop a Technology Park (“the Project”) at NED University Karachi, under Public Private Partnership mode (the “Assignment”), from prospective firms/consortiums.

3- The objectives of the project may include:

Business development by reducing barriers to entry in the market.

Supports the emerging local companies which seek to develop and export diverse technology-based products, services and intellectual property.

Mentoring/Networking startups and companies at incubator client and anchor business levels.

Encourage the active collaboration between the public and private sector technology to develop the initiatives.

Attract global technology, businesses, and research organizations focused on moving their operations to the largest city and innovation and talent center in Pakistan.

To promote the commercialization of Research and Development (R&D) in association with local research centers of NED University and national/provincial regulatory authorities.

Create and maintain national and international strategic links also and international business windows.

Providing professional business support and innovative services that are designed at increasing the scale and reach of innovation-led and knowledge-based industry in the area or locality as well as in the park and NED University.

4- Prospective bidders/firms/consortiums encourage to acquaint fully with the Assignment and local conditions before submitting their Bid(s), by sending written queries to the Client, if any. Please note that no cost of any such visit or queries shall be reimbursable. 5- A firm/consortium will be selected under the Quality and Cost Based Selection Method (QCBS)

described in RFP, as per the Sindh Public Procurement Rules 2010. It is, therefore, recommend that the

participants thoroughly examine the applicable laws to understand the nature of their possible

relationship with the client and the rules governing this relationship. RFP includes the following

documents:

Section 1: Letter of Invitation

Section 2: Instructions to Consultants (including Data Sheet)

Section 3: Technical Proposal - Standard Forms


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Section 4: Financial Proposal - Standard Forms

Section 5: Terms of Reference

Section 6: Evaluation Criteria and Scoring System

Section 8: Affidavit

Section 9: Power of Attorney

Appendix-I: Draft Consultancy Contract

Yours sincerely,

Director Procurement NED University of Engineering & Technology


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SECTION 2: INSTRUCTIONS TO CONSULTANTS

2.1 Definition

All capitalized terms not defined herein shall have the meaning set forth in the Consultancy Services Contract.

Assignment Shall have the meaning set out in the Invitation Letter.

Bid(s) / Proposal(s) Any and all proposals and bids submitted by the Consultants as a

response to this RFP that are prepared and submitted in accordance with

this RFP and are in compliance of the same. The Bids shall include

Technical Proposal and the Financial Proposal

Bidder An enterprise or Consortium which submits a Proposal in response to

this RFP.

Bid Price Final price quoted by Bidder in the Financial Proposal should only be in

Pakistani Rupees, including all costs and taxes.

Business Day Any day other than Sunday or public holiday in the Islamic Republic of

Pakistan or the province of Sindh on which banks in Pakistan are

generally open for business.

Bid Security The security deposit to be made by a Bidder in the form of a financial guarantee, pay order or bank draft issued by a scheduled commercial bank operating in Pakistan acceptable to the Government Authority (with a minimum rating of ' A- ' by JCR VIS or an equivalent rating by PACRA or any other creditable credit rating agency) in the amounts and conditions specified in Section 2.17.

Bid Validity Period Period of 90 days starting from Submission Deadline.

Consortium A Bidder comprised of a group of two or more enterprises formed to

submit a Proposal. The Consortium shall not be an association of more

than five (5) firms.

Consultancy Agreement The contract to be executed after the completion of the competitive

bidding procedure between the Authority and the Preferred Bidder.

Consultant A professional who can study, design, organize, evaluate and manage

projects or assess, evaluate and provide specialist advice or give

technical assistance for making or drafting policies, institutional

reforms and includes private entities, consulting firms, legal advisors,

management firms, procurement agents, auditors, international and

multinational organizations, investment and merchant banks,

universities, research institutions, government agencies,

nongovernmental organizations, and individuals.

Consultant Selection Committee

The Consultant Selection Committee notified by the Procuring Agency pursuant to SPP Rules to undertake procurement process to hire Consultants for the Project.


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Data Sheet Such part of the instructions to Bidders that is used to reflect specific assignment conditions.

Day Calendar day including holiday.

Feasibility Study Technical, Social, Environmental, Legal, Financial, and Socio-

Economic feasibility study for the Project.

Financial Close The stage where all loan agreements are executed with the lenders and

equity is arranged by the special purpose vehicle / company (SPV) of

the private party (successful bidder for implementation of the Project).

The complete funding required to implement the Project is arranged at

financial close with fully satisfaction of conditions of a financing

agreement for loan disbursement.

Government The Government of Sindh.

Instructions to Bidders

(Section 2 of the RFP) Means a document that provides Bidders with all the necessary information to prepare their proposals.

Key Professional Staff Means the professionals assigned by the Consultant / Bidder to undertake assignment as listed under the Evaluation Criteria and Scoring System.

Lead Member In case of a Consortium, the firm leading the overall Assignment. In such cases, the Lead Member shall be the financial consultancy firm.

Performance Security The security deposit to be made by a preferred bidder in the form of a

financial guarantee, pay order, issued by a scheduled commercial bank

operating in Pakistan and acceptable to the Government Authority (with

a minimum score of ' A- ' by JCR VIS or an identical rating by PACRA

or any other reputable credit rating agency).

Preferred Bidder The successful Bidder that will be recommended by the Consultant

Selection Committee.

Procuring Agency NED University of Engineering & Technology Karachi

Project NED Technology Park (NTP) Karachi.

Submission Deadline The deadline for submitting their plan as given in the Data Sheet.

Request for Proposal / RFP

This document, the Request for Proposal prepared by the Procuring

Agency for the selection of Consultants.

SPP Rules Sindh Public Procurement Rules 2010, amended from time to time.

SPPRA Sindh Public Procurement Regulatory Authority.


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Terms of Reference (TOR) The document included as Section 5 in the RFP explaining the

objectives, scope of work operations, and tasks to be done, respective

roles of the Procuring Agency and the Consultant, and expected results

and deliverable of the assignment.


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2.2 INTRODUCTION

2.2.1 The Procuring Agency named in the Data Sheet will select a consulting firm/organization (the

Consultant) in accordance with the method of selection specified in the Data Sheet.

2.2.2 The Bidders are invited to submit a Technical Proposal and a Financial Proposal as specified in the Data Sheet. The Proposal will be the basis for contract negotiations and ultimately for a signed Consultancy Agreement with the Preferred Bidder.

2.2.3 Bidders should familiarize themselves with rules / conditions and take them into account while preparing their Proposals. Bidders may liaise with Procuring Agency’s representative named in the Data Sheet for gaining better insight into the Assignment.

2.2.4 Bidders shall bear all costs associated with the preparation and submission of their Proposals and contract negotiation, if any. The Procuring Agency reserves the right to annul the selection process at any time prior to contract award, without thereby incurring any liability to the Bidders in line with SPP Rules.

2.2.5 While submitting the Technical Proposal, the composition of the proposed team and task assignment to individual personnel shall be clearly stated.

2.2.6 If a firm as a consortium is qualified/selected on the strength of experience of a foreign company, requisite key personnel from that foreign company shall be fielded.

2.2.6 In case a firm is proposing Key Professional Staff from educational/research institutions, a ‘No Objection Certificate’ from the concerned institution shall be enclosed with the CV of such person.

2.3 Bidding Process Timetable

ACTIVITY DATE

Issuance of RFP 13th May 2020

Pre-Bid Conference 3rd June 2020

Clarifications / Comments Request Deadline 4th June 2020

Response to Questions Document Issuance 8th June 2020

Bids Submission Deadline 18th June 2020

2.4 Conflict of Interest

2.4.1 Bidders are required to provide professional, objective, and impartial advice and holding the Procuring Agency interest paramount. They shall strictly avoid conflict with other assignments or their own corporate interest. Bidders have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of the Procuring Agency, or that may reasonably be perceived as having such effect. Failure to disclose said situations may lead to the disqualification of the Bidder or the termination of its contract, as the case may be.


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2.4.2 Without limitation on the generality of the foregoing, Bidders, and any of their affiliates, shall be considered to have a conflict of interest and shall not be recruited, under any of the circumstances set forth below:

i. A Bidder that has been engaged by the Procuring Agency to provide goods, works or

services other than consulting services for a project, any of its affiliates, shall be disqualified from providing consulting services related to those goods, works or services. Conversely, a firm hired to provide consulting services for the preparation or implementation of a project, any of its affiliates, shall be disqualified from subsequently providing goods or works or services other than consulting services resulting from or directly related to the firm’s consulting services for such preparation or implementation.

ii. A Bidder (including its Consortium members) or any of its affiliates shall not be hired for any assignment that, by its nature, may be in conflict with another assignment of the Bidder to be executed for the same or for another Procuring Agency.

iii. A Bidder (including its Consortium members) that has a business or family relationship with a member of the Procuring Agency’s staff who is directly or indirectly involved in any part of (i) the preparation of the Terms of Reference of the assignment, (ii) the selection process for such assignment, or (iii) supervision of the Consultancy Agreement, may not be awarded a contract, unless the conflict stemming from this relationship has been resolved.

2.5 Conflicting Relationships

2.5.1 Government officials and civil servants may be hired as Consultants only if:

i. They are on leave of absence without pay; ii. They are not being hired by the agency they were working for, six months prior to going

on leave; and iii. Their employment would not give rise to any conflict of interest.

2.6 Fraud and Corruption

2.6.1 It is Government’s policy that Consultants under the contract(s), observe the highest standard of

ethics during the procurement and execution of such contracts. In pursuit of this policy, the Procuring Agency follows the instructions contained in SPP Rules which defines: “corrupt and fraudulent practices” includes the offering, giving, receiving, or soliciting, directly or indirectly of anything of value to influence the act of another party for wrongful gain or any act or omission ,including misrepresentation, that knowingly or recklessly misleads or attempt mislead a party to obtain a financial or other benefit or to avoid an obligation; Under Rule 35 of SPP Rules, “The Procuring Agency can inter-alia blacklist Bidders found to be indulging in corrupt or fraudulent practices. Such barring action shall be duly publicized and communicated to the SPPRA, provided that any supplier or contractor who is to be blacklisted shall be accorded adequate opportunity of being heard”.

2.7 Integrity Pact

2.7.1 Pursuant to Rule 89 of SPP Rules, Bidder undertakes to sign an Integrity pact in accordance with prescribed format attached hereto for all the procurements estimated to exceed Rs. 2.5 million (Section 7).


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2.8 Only one Proposal

2.8.1 Bidders may only submit one Proposal. If a Bidder submits or participates in more than one

Proposals, such Bids shall be disqualified. Participation of the same sub-consultant, including individual experts, in more than one Bid is not allowed.

2.9 Bid Validity

2.9.1 The Data Sheet indicates Bid Validity Period. During this period, Bidders shall maintain the

availability of Key Professional Staff nominated in the Proposal. The Procuring Agency will make its best effort to complete negotiations within this period. Should the need arise; however, the Procuring Agency may request Bidders to extend the validity period of their Proposals. Bidders who agree to such extension shall confirm that they maintain the availability of the Professional staff nominated in the Proposal, or in their confirmation of extension of validity of the Proposal, Bidders may submit new staff in replacement, who would be considered in the final evaluation for contract award. Bidders who do not agree have the right to refuse to extend the validity of their Proposals.

2.9.2 Bidders shall submit required Bid Security in the required form, along with Financial Proposal defined in the Data Sheet. Bid Security shall be returned to the unsuccessful bidders once the Consultancy Agreement has been signed with the Preferred Bidder or the validity period has expired. The Bidder shall provide the Bid Security in accordance with the SPP Rules acceptable to the Authority. The Bid shall be summarily rejected if it is not accompanied with the Bid Security.

2.10 Clarification and Amendment in RFP Documents

2.10.1 Bidders may request for a clarification of contents of the RFP and Draft Consultancy Contract in writing by the date mentioned in the Data Sheet, and Procuring Agency shall respond to such queries by the date mentioned in the Data Sheet, provided they are received at least one calendar day prior to the Pre-Bid Conference. The Procuring Agency shall communicate such response to all parties who have obtained RFP document without identifying the source of inquiry. Should the Procuring Agency deem it necessary to amend the RFP as a result of a clarifications, it shall do so, at its sole discretion.

2.10.2 At any time before the submission of Proposals, the Procuring Agency may amend the RFP by issuing an addendum/ corrigendum in writing. The addendum shall be sent to all Bidders (or uploaded on website of SPPRA and/or Procuring Agency) and will be binding on them. To give Bidders reasonable time in which to take an amendment into account in their Proposals the Procuring Agency may, if the amendment is substantial, extend the Submission Deadline.

2.11 Preparation of Proposals

2.11.1 In preparing their Proposal, Bidders are expected to examine in detail the documents comprising the RFP. Material deficiencies (deviation from scope, experience and qualification of personnel) in providing the information requested may result in rejection of a Proposal.

2.11.2 The Proposal must be prepared in two separate parts, each to be contained in a separate cover as follows:

Cover 1: Technical Proposal Cover 2: Financial Proposal


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2.12 Language

2.12.1 The Proposal as well as all related correspondence exchanged by the Bidders and the Procuring Agency shall be written in English. However, it is desirable that the firm’s personnel have a working knowledge of the national and regional languages of Islamic Republic of Pakistan.

2.13 Technical Proposal Format and Content

2.13.1 While preparing the Technical Proposal, Bidders must give particular attention to the following:

i. It is desirable that majority of the Key Professional Staff proposed be permanent employees of the firm or have an extended and stable working relationship with it.

ii. Key Professional Staff who are not employees of the Bidder must certify 14(b) of Form Tech-6 and sign the CV with no amendments or changes thereto.

iii. Proposed Key Professional Staff must, at a minimum, have the experience indicated in the Evaluation Criteria as given in Section 6, preferably working under similar geographical condition.

iv. Alternative Key Professional Staff shall not be proposed, and only one curriculum vitae (CV) shall be submitted for each position.

2.13.2 The Technical Proposal shall provide the following information using the attached Standard

Forms (Section 3):

i. A brief description of the consultant organization and an outline of recent experience on assignments (Form Tech-2) of a similar nature. For each assignment, the outline should indicate, inter alia, the profiles of the staff, duration of the assignment, contract amount, and firm’s involvement.

ii. Any comments or suggestions on the Terms of Reference and on the data, a list of services, and facilities to be provided by the Procuring Agency (Form Tech-3).

iii. A detailed description of the proposed methodology, work plan for performing the assignment, staffing (Form Tech-4).

iv. The list of the proposed staff team by specialty, the tasks that would be assigned to each staff team member, and their timing (Form Tech-5).

v. CVs recently signed by the proposed Key Professional Staff and the authorized representative submitting the Proposal (Form Tech-6). Key information should include number of years working for the consultant and degree of responsibility held in various assignments.

vi. Estimates of the total staff input (professional and support staff; staff time) needed to carry out the assignment, supported by bar chart diagrams showing the time proposed for each professional staff team member (Form Tech-7 and Form Tech-8).

vii. Any additional information requested in the Data Sheet. The Technical Proposal shall not include any financial information.


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2.14 Financial Proposal

2.14.1 The Financial Proposal shall be prepared using the attached Standard Forms (Section 4). It shall

list all costs associated with the Assignment. All activities and items described in the Technical Proposal must be priced separately; activities and items described in the Technical Proposal but not priced, shall be assumed to be included in the prices of other activities or items.

2.15 Taxes

2.15.1 The Consultant will be subject to all applicable taxes including stamp duty and service charges at

prevailing rates unless exempted by relevant tax authority.

2.16 Submission, Receipt, and Opening of Proposals

2.16.1 Proposals shall contain no interlineations or overwriting. Submission letters for both Technical and Financial Proposals should respectively be in the format of TECH-1 of Section 3, and FIN-1 of Section 4 and shall be signed by the authorized representative of the Consultants (Individual Consultant) or Lead Member in case of Consortium. All pages of the original Technical and Financial Proposals shall be numbered in ascending order, be initialed and stamped by an authorized representative of the Consultants or Lead Member in case of Consortium. In each case, the authorization (of authorized representative) shall be in the form of a duly notarized power of attorney accompanying the Proposal in the form provided in Section 9.

2.16.2 All required copies of the Technical Proposal are to be made from the original. If there are discrepancies between the original and the copies of the Technical Proposal, the original governs.

2.16.3 The Technical Proposal shall be submitted, in triplicate (one original and two copies) and shall be placed in a sealed envelope clearly marked “TECHNICAL PROPOSAL” Similarly, the original Financial Proposal shall be submitted, in triplicate (one original and two copies) and shall be placed in a sealed envelope clearly marked “FINANCIAL PROPOSAL” followed by name of the assignment, and with a warning “DO NOT OPEN WITH THE TECHNICAL PROPOSAL.” If the Financial Proposal is not submitted in a separate sealed envelope duly marked as indicated above, this will constitute grounds for declaring the Proposal non-responsive.

2.16.4 The Proposals must be sent to the address indicated in the Data Sheet and received by the Procuring Agency no later than the time and the date indicated in the Data Sheet, or any extension to this date. Any Proposal received by the Procuring Agency after the Submission Deadline shall be returned unopened. In order to avoid any delay arising from the postal or Procuring Agency’s internal dispatch workings, Consultants should ensure that Proposals to be sent through couriers should reach a day before the Submission Deadline.

2.17 Bid Security

2.17.1 A Bid submitted by each Bidder must be accompanied by a Bid Security in an amount at least or equal to one (1%) percent of the Bid Price, in Pakistani Rupees, which shall remain valid for a period of at least twenty eight (28) days beyond the original Bid Validity Period making it a total of one hundred and eighteen (118) days from the Proposal Deadline.


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2.17.2 The Bid Security submitted by the unsuccessful Bidders shall be released to the unsuccessful Bidders upon signing of the Consultancy Agreement with the Preferred Bidder.

2.17.3 Any Bid not accompanied by the required Bid Security, or accompanied by a Bid Security in an amount less than the requirement mentioned in 2.17.1 or other than in the required form by this RFP shall be, in each case, rejected by the Government as non-responsive. It is further clarified that no Bid Security in the form of insurance guarantee shall be entertained.

2.17.4 The Bid Security (or the Performance Security as the case may be) may be en-cashed by the Procuring Agency in the following circumstances:

a. In the case of Preferred Bidder, if it fails within the specified times to:

Comply with the instructions laid down in the Letter of Acceptance within the time

period stipulated therein;

Furnish the necessary Performance Security when required;

Sign the Consultancy Agreement within 30 days of issuance of Letter of Acceptance;

b. In case the Bid Security expires prior to the date falling twenty-eight (28) days beyond the original Bid Validity Period;

c. In case of an occurrence of Consultant’s event of default in terms of the Consultancy Agreement; and / or

d. Consultant / Bidder withdraws its Bid during the Bid Validity Period;

2.18 Basic Eligibility Criteria

2.18.1 Registration with Sindh Revenue Board or other relevant tax authority (In case of Consortium,

every consortium member firm should provide a copy of registration with Sindh Revenue Board

or relevant tax authority).

2.18.2 Registration with Pakistan Engineering Council (PEC) (In case of Consortium, the PEC

registration of technical and environmental / social consulting firm members, as applicable, is

required).

2.18.3 The Bidder (in case of a Consortium, all of the Members) must submit constituent documents in

accordance with Applicable Laws.

2.18.4 In case of Consortium, the Consortium Agreement shall be submitted pursuant to clause 2.26.

2.18.5 The Bidder is not black listed by any department of Government of Sindh or Government of

Pakistan. An affidavit from bidder shall be signed and submitted with Technical Proposal (In

case of consortium, every consortium member firm should provide affidavit) (Section 8).

2.18.6 For a Consortium to be eligible for bidding, every member of Consortium firm should place at

least one (1) Key Professional Staff and at least two (2) Key Professional Staff of Lead Member

firm of Consortium.

2.18.7 In case of Consortium, the Consortium Agreement shall be submitted pursuant to clause 2.26.


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2.18.8 The relevant experience of Lead Member and other Consortium member firms is mandatory. The

experience of every Consortium member firm shall be provided as given in Form Tech-2(B)

along with supporting documentation in the form acceptable to Consultant Selection Committee,

for each listed experience on Form Tech-2 (B). The Procuring Agency reserves the right to

verify any experience under Form Tech-2 (B) and incase of Non-production of any document for

verification purposes acceptable to Consultant Selection Committee shall result in non-scoring of

that particular credential.

2.19 Proposal Evaluation

2.19.1 The Consultant Selection Committee shall first check the basic eligibility criteria pursuant to

section 2.18 in Technical Proposal of all bids received. Any Technical Proposal which do not meet basic eligibility criteria shall not be evaluated further for technical score. Such bid will stand non-compliant.

2.19.2 From the time the Proposals are opened to the time the contract is awarded, the Bidders should not contact the Procuring Agency on any matter related to its Technical and/or Financial Proposal. Any effort by any Bidder to influence the Procuring Agency in the examination, evaluation, ranking of Proposals, and recommendation for award of contract may result in the rejection of the Bidder’s Proposal. Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical evaluation is concluded.

2.19.3 Quality and Cost Based Selection Method (QCBS) will be adopted in evaluating the Proposal. In the first stage a technical evaluation will be carried out. Only those Technical Proposals, which score at least 75 points out of 100, shall be considered for evaluation of Financial Proposal.

2.20 Evaluation of Technical Proposals

2.20.1 The Consultant Selection Committee shall evaluate the Technical Proposals on the basis of their

responsiveness to the Terms of Reference, applying the evaluation criteria, sub-criteria, and point system specified in the Data Sheet. Each responsive Proposal will be given a technical score (TS). A Proposal shall be rejected at this stage if it fails to achieve the minimum technical score indicated in the Section 6A.

2.20.2 After the technical evaluation is completed, the Procuring Agency shall notify in writing, Bidders that have secured the minimum qualifying marks, the date, time and location, allowing a reasonable time, for opening the Financial Proposals. Qualified Bidders’ attendance at the opening of Financial Proposals is mandatory. Financial Proposals of those Bidders who failed to secure minimum qualifying marks shall be returned un-opened.

2.21 Evaluation of Financial Proposals

2.21.1 Financial Proposals shall be opened in the presence of the technically qualified Bidders’

representatives who choose to attend. The name of the Bidders and the technical scores of the Bidders shall be read aloud. The Financial Proposal of the Bidders who meet the minimum qualifying marks will then be inspected to confirm that they have remained sealed and unopened. These Financial Proposals shall be then opened, and the total prices read aloud and recorded and the Bid Security in the Financial Proposals will be checked.


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2.21.2 The Consultant Selection Committee will correct any computational errors. When correcting computational errors, in case of discrepancy between a partial amount and the total amount, or between word and figures the formers will prevail. In addition to the above corrections, activities and items described in the Technical Proposal but not priced, shall be assumed to be included in the prices of other activities or items.

2.22 Negotiations

2.22.1 Negotiations will be held at the date and address to be communicated by the Procuring Agency. The invited Bidder will, as a pre-requisite for attendance at the negotiations, confirm availability of all Key Professional Staff. Failure in satisfying such requirements may result in the Procuring Agency proceeding to negotiate with the next-ranked Bidder. Representatives conducting negotiations on behalf of the Bidder must have written authority to negotiate and conclude Consultancy Agreement.

2.23 Availability of Professional staff/experts

2.24.1 The consultant must submit CV for each required Key Professional Staff. Moreover, the Key

Professional Staff team will be made an integral part of the Consultancy Services Contract. Having selected the Bidder on the basis of, inter alia, an evaluation of proposed Professional staff, the Procuring Agency expects to negotiate Consultancy Agreement on the basis of the professional staff named in the Proposal. Before contract negotiations, the Procuring Agency will require assurances that the professional staff will be actually available. The Procuring Agency will not consider substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitution unavoidable or for reasons such as death or medical incapacity. If this is not the case and if it is established that professional staff were offered in the Proposal without confirming their availability, the Bidder may be disqualified. Any proposed substitute shall have equivalent or better qualifications and experience than the original candidate and be submitted by the Bidder within the period of time specified in the letter of invitation to negotiate.

2.24 Award of Acceptance

2.25.1 After completing negotiations, the Procuring Agency shall issue Letter of Acceptance (LoA) to

the Preferred Bidder and within seven days of the award of contract, Procuring Agency shall publish on the website of SPPRA and on its own website, if such a website exists, the result of the bidding process, identifying the bid through procuring identifying number, if any and the following information, evaluation report, letter of award, bill of quantity or schedule of requirement, as the case may be.

2.25.2 After publishing of award of contract, the Preferred Bidder is required to submit Performance Security as indicated in Data Sheet.

2.25 Confidentiality

2.26.1 Information relating to evaluation of Proposals and recommendations concerning awards shall not be disclosed to the Bidders who submitted the Proposals or to other persons not officially concerned with the process, until the publication of the LOA. The undue use by any Bidder of confidential information related to the process may result in the rejection of its Proposal.

2.26 Consortium Agreement


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2.27.1 In case of Consortium of firms, the Proposal shall be accompanied by a certified true copy of the Consortium Agreement. The Consortium Agreement as applicable shall confirm the following therein: i. Date and place of signing; ii. Purpose of consortium (must include the details of contract works for which the

consortium has been invited to bid) ; iii. A clear and definite description of the proposed administrative arrangements for the

management and execution of the Assignment; iv. Delineation of duties, responsibilities and scope of work to be undertaken by each along

with resources committed by each partner/member of the Consortium for the proposed services;

v. An undertaking that the firms are jointly and severally liable to the Authority for the performance of the services;

vi. Duties, responsibilities and powers of the Lead Member; vii. The authorized representative of the consortium members.

2.27.2 In case of Consortium, it is expected that the lead partner would be authorized to incur liabilities and to receive instructions and payments for and on behalf of the consortium. For a consortium to be eligible for bidding, the experience of Lead Member and other members should be indicated.

2.27.3 Any alternative Proposal, such as one by a firm in sole capacity and another in Consortium with another firm or as a part of 2 or more consortiums, for the assignment will be summarily rejected. In such an event, all the Proposals submitted by such firm and its Consortium or associate shall be rejected.

2.27.4 The Proposal of a firm is liable to be rejected if the firm makes any false or misleading statement in the Proposal(s) without prejudice to the rights of the Authority to initiate further proceedings against the said firm(s).

2.27.5 Notwithstanding anything to the contrary contained in this RFP, the detailed terms specified in the draft contract agreement shall have overriding effect; provided, however, that any conditions or obligations imposed on the Bidder hereunder shall continue to have effect in addition to its obligations under the Consultancy Agreement.

2.27.6 In case of any international firm(s) being part of a Consortium, the Consortium Agreement printed on Lead Member / Consultant’s letter head, complying with the requirements of this section 2.27 of the RFP, duly signed by all the parties to the agreement, will be acceptable.

2.27.7 Furthermore, for the sake of clarity, the Consortium Agreement thus provided by Bidders, must encapsulate all the elements as mentioned in this section 2.27. The form and drafting of the Consortium Agreement is at the discretion of the Bidders, however, the substance must encapsulate all the elements mentioned in this section 2.27.


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2.28 Schedule of Deliverables

Phase-1: Feasibility Study Timeline

(from signing of Consultancy

Contract)

Payment

1 Inception Report (shall cover 5.3.1.1 of TORs)

One Week -

2 Technical Feasibility Study (shall cover 5.3.1.2 of TORs)

5 months 35%

3 Financial Viability Assessment Report & PPP Options Analysis Report (shall cover 5.3.1.3 and 5.3.1.4 of TORs)

6 months 05%

4 Legal, Institutional and Regulatory Assessment Report (shall cover 5.3.1.5 of TORs)

6 months 05%

45%

Phase-2: Transaction Adviory Timeline


Contract)

Payment

3 Preparation and Submission of Procurement Package (shall cover 5.3.2.1 of TORs)

8 Months 20%

4 Issuance of Bid Documents and Market Sounding (shall cover 5.3.2.2 and 5.3.2.3 of ToRs)

9 Months 05%

5 Submission of Bid Evaluation Report (shall cover 5.3.2.4 of ToRs)

11 Months 05%

6 Issuance of Letter of Award/Acceptance (shall cover 5.3.2.5 of ToRs)

12 Months 05%

35%

Phase-3: Transaction Negotiation and Financial

Closure Timeline


Contract)

Payment

7 Transaction Negotiation & Signing of Concession Agreement (shall cover 5.3.3.1 of ToRs)

13 months 5%

8 Execution of ancillary agreements and other required documents (shall cover 5.3.3.2 of ToRs)

15 months 10%

9 Financial Close (shall cover 5.3.3. of ToRs)

18 Months 5%

20%

* The timeline is from signing of Consultancy Services Agreement for each deliverable


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DATA SHEET

The following specific data shall supplement the provisions in the Document.

Project Name Technology Park Karachi

1 Address and Contact Person of Procuring Agency

Designation: Director Procurement Address: NED University of Engineering & Technology, Karachi. Tel: +92 21 9926 1261-68 Ext: 2291 Email: [email protected]

2 Focal Person/Project Director of the Project

Name: Dr. Asad Arfeen Designation: Assistant Professor (Department of Computer & Information Systems Engineering) / Director IT Address: NED University of Engineering & Technology, Karachi. Tel: +92 21 9926 1252 Email: [email protected]

3 Address for Submission of Bids Director Procurement

Ground Floor, Administration Building, NED University of Engineering and Technology, University Road, Karachi, Pakistan

4 Pre-bid Meeting Time: 12:00 P.M. Date: 3rd June 2020 Address: Office of Director Procurement NED University of Engineering and Technology University Road, Karachi. Interested bidders may join pre-bid meeting also through Skype video call. Skype ID is [email protected]

5 Submission Deadline date and time

4:00 P.M Pakistan time on 18th June 2020

6 Bid Opening 4:30 P.M Pakistan time on 18th June 2020

7 Envelopes “ORIGINAL PROPOSAL”

DOCUMENTS IN TECHNICAL PROPOSAL or FINANCIAL PROPOSAL as appropriate; and,

DO NOT OPEN, EXCEPT IN PRESENCE OF THE CONSULTANT SELECTION COMMITTEE on outer envelope.

8 Language of Bid and correspondence

English

9 Bid Validity Period 90 days from the Submission Deadline.


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10 Evaluation Criteria Minimum 70 points for technical Proposal qualification.

Refer Section 6A

11 Scoring System Refer Section 6B

12 Method of Selection Quality and Cost Based Selection (QCBS)

13 Bid Security The Consultant shall deposit a bid security in original Financial Proposal of an amount equivalent to 1% (one per cent) of the Bid Price in the form of Pay Order / Financial Guarantee favoring “Director Finance - NED University Karachi”, which shall remain valid for a period of 28 days beyond the Bid Validity Period, in order to provide the Procuring Agency reasonable time to act, if the security is to be called. The Bid Security shall be made from a scheduled bank with a minimum credit rating of ‘A-‘.

14 Performance Security 2% of Bid Price in the form of Pay Order / Financial Guarantee, shall remain valid for period of 90 days beyond the completion of Assignment or two years, whichever comes earlier

15 Contract Stamping Duly stamped @ 0.35% of Bid Price by successful bidder at its own cost OR as per applicable rates.

16 Tax Liability The Procuring Agency shall only deduct income tax on services. Bidders has to assess all other applicable taxes while quoting the Bid Price in the Financial Proposal.


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SECTION 3: TECHNICAL PROPOSAL – STANDARD FORMS

[Comments in brackets [ ] provide guidance to the Consultants for the preparation of their Technical Proposals; they should be deleted from the Technical Proposals to be submitted.]

Form TECH-1. Technical Proposal Submission Form

Form TECH-2. Consultant’s Organization and Experience

A – Consultant’s Organization B – Consultant’s Experience

Form TECH-3. Comments and Suggestions on the Terms of Reference

Form TECH-4. Description of Approach, Methodology and Work Plan for Performing the Assignment

Form TECH-5. Team Composition and Task Assignment

Form TECH-6. Curriculum Vitae (CV) for proposed Key Professional Staff

Form TECH-7. Staffing Schedule

Form TECH-8. Work Schedule


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FORM TECH-1. TECHNICAL PROPOSAL SUBMISSION FORM

[Location, Date] To: Director Procurement NED University of Engineering & Technology Karachi Dear Sir:

We, the undersigned, offer to provide the consulting services for [insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed under a separate envelope.

We are submitting our Proposal in association with: [Insert a list with full name and address of

each associated Consultant] We hereby declare that all the information and statements made in this Proposal are true and

accept that any misinterpretation contained in it may lead to our disqualification.

If negotiations are held during the period of validity of the Proposal, i.e., before the date indicated in the Data Sheet, we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from contract negotiations.

We undertake, if our Bid is accepted, to initiate the consulting services related to the Assignment not later than the date indicated in the Data Sheet.

We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Firm: Address:


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FORM TECH-2. CONSULTANT’S ORGANIZATION AND EXPERIENCE

A – Consultant’s Organization [Provide here a brief (two pages) description of the background and organization of your firm/entity and each associate for this assignment.]


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B – Consultant’s Experience

[Using the format below, provide information on each assignment for which your firm, and each associate for this assignment, was legally contracted either individually or as a corporate entity or as one of the major companies within an association, for carrying out consulting services similar to the ones requested under this assignment.] Assignment Name: Country:

Location within Country : Professional Staff Provided by your firm

Name of Client : Authorized Representative: (Name & Designation) Telephone: Email:

No. of Staff :

Address : No. of Staff Months :

Start Date (Month / Year)

Completion Date (Month / Year)

Approx. Value of Services : (in current PKR) :

Name of Association Firm(s) if any :

No. of Months of Professional Staff provided by Associated Firm(s)

Name of Senior Staff (Project Director / Coordinator, Team Leader) involved and functions performed: Narrative Description of Project : Description of actual services provided by your staff within the assignment: Firm’s Name:


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FORM TECH-3. COMMENTS AND SUGGESTIONS ON THE TERMS OF REFERENCE

On the Terms of Reference (TORs) [Present and justify here any modifications or improvement to the Terms of Reference you are proposing to improve performance in carrying out the assignment (such as deleting some activity you consider unnecessary, or adding another, or proposing a different phasing of the activities). Such suggestions should be concise and to the point, and incorporated in your Proposal.] 1.

2.

3.

4.

5. ..

..

Understanding of the Assignment


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FORM TECH-4. DESCRIPTION OF APPROACH, METHODOLOGY AND WORK PLAN

FOR PERFORMING THE ASSIGNMENT

The approach and methodology will be detailed precisely under the following topics. [Technical approach, methodology and work plan are key components of the Technical Proposal. You are suggested to present your Technical Proposal divided into the following three chapters: 1) Technical Approach and Methodology. In this chapter you should explain your understanding of

the objectives of the assignment, approach to the services, methodology for carrying out the activities and obtaining the expected output, and the degree of detail of such output. You should highlight the problems being addressed and their importance, and explain the technical approach you would adopt to address them. You should also explain the methodologies you propose to adopt and highlight the compatibility of those methodologies with the proposed approach.

2) Work Plan. In this chapter you should propose the main activities of the assignment, their content and duration, phasing and interrelations, milestones (including interim approvals by the Procuring Agency), and delivery dates of the reports. The proposed work plan should be consistent with the technical approach and methodology, showing understanding of the TORs and ability to translate them into a feasible working plan. A list of the final documents, including reports, drawings, and tables to be delivered as final output, should be included here. The work plan should be consistent with the Work Schedule of Form-VIII.

3) Organization and Staffing. In this chapter you should propose the structure and composition of

your team. You should list the main disciplines of the assignment, the key expert responsible, and proposed technical and support staff.]


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FORM TECH-5. TEAM COMPOSITION AND TASK ASSIGNMENT

I. Professional Staff S. No Name Firm Area of

expertise Position Task Assignment

1

2

3

4

.. …


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FORM TECH-6. FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED

PROFESSIONAL STAFF

1. Proposed Position [only one candidate shall be nominated for each position]:

2. Name of Firm [Insert name of firm proposing the staff]:

3. Name of Staff [insert full name]:

4. Date of Birth:

5. Nationality:

6. Educational Qualification: [Summarize college/university and other specialized education of staff member, giving names of schools, dates attended and degrees obtained]:

7. Membership of Professional Societies:

8. Other Training [indicate significant training since degrees under 6 – Education were obtained]:

9. Countries of Work Experience: [list countries where staff has worked]:

10. Languages [for each language indicate proficiency: good, fair, or poor in speaking, reading and writing]:

11. Employment Record: [Starting with present position, list in reversed order, every employment held by staff member since graduation, giving for each employment (see format here below): dates of employment, name of employing organization, position held]:

From [Year]: To [Year]: Employer: Position held:

12. Detailed Tasks Assigned [List all tasks to be performed under this assignment]:

13. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned [Among the assignments in which the staff has been involved, indicate the following information for those assignments that best illustrate staff capability to handle the tasks listed under point 12]:

Name of assignment or project: Year: Location: Line Department: Main project features: Positions held: Activities performed:

14. Certification: a. I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly describes me, my qualification and my experience. I understand that any willful misstatement described herein may lead to my disqualification or dismissal, if engaged. If the CV is signed by the staff not currently employee of the Bidder, insert: b. I certify that I have been informed by the Bidder that it is including my CV in the Proposal for the [insert name of project and contract]. I confirm that I will be available to carry out the assignment for which my CV has been submitted in accordance with the implementation arrangements and schedule set out in the Proposal.

Date: [Signature of staff member or authorized representative of the staff] Day/Month/Year


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Full name of authorized representative:


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FORM TECH-7. STAFFING SCHEDULE

Months (in the Form of Bar Chart)

S. No. Name Position Report Due/ Months Number of

Activities Months

1 Sub Total (1) 2 Sub Total (2) 3 Sub Total (3) 4 Sub Total (4)

...

....

Part Time :


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FORM TECH-8. WORK SCHEDULE

S.No Activity1 Months

1 2 3 4 5 6 7 8 9 10 11 12 n 1 2 3 4 5

N 1 Indicate all main activities of the assignment, including delivery of reports (e.g. inception,

interim, and final reports), and other benchmarks such as Procuring Agency approvals. For phased assignments indicate activities, delivery of reports, and benchmarks separately for each phase.

2 Duration of activities shall be indicated in the form of a bar chart.


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SECTION 4: FINANCIAL PROPOSAL – STANDARD FORMS

[Comments in brackets [ ] provide guidance to the Consultants for the preparation of their Financial Proposals; they should be deleted from the Financial Proposals to be submitted.] Financial Proposal Standard Forms shall be used for the preparation of the Financial Proposal according to the instructions provided under Section 2. Such Forms are to be used as per the selection method. Form FIN-1. Financial Proposal Submission Form Form FIN-2. Summary of Costs


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FORM FIN-1. FINANCIAL PROPOSAL SUBMISSION FORM

[Location, Date] To: Director Procurement NED University of Engineering & Technology Karachi Subject: Providing Consultant’s Services for Feasibility Study of Technology Park Karachi Dear Sirs:

We, the undersigned, offer to provide the consulting services for [Insert title of assignment] in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal. Our attached Financial Proposal is for the sum of [Insert amount(s) in words and figures1].

Our Financial Proposal shall be binding upon us up to expiration of the validity period of the Proposal, i.e. before the date indicated in the Data Sheet. Yours faithfully,

Authorized Signature [In full and initials] Name and Title of Signatory Name of Firm Address [The Financial Proposal is to be filled strictly as per the format given in RFP.] ___________________________________________________________________________________ 1 Amounts must coincide with the ones indicated under Total Cost of Financial Proposal in Form FIN-2.


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FORM FIN-2 SUMMARY OF COSTS (in Local Currency PKR)

Description Percentage (%) Amount (in Rs)

Phase I: Feasibility Study Inception Report Technical Feasibility Study Financial Viability Assessment & PPP Options Analysis Report Legal, Institutional and Regulatory Assessment Report Phase II: Transaction Advisory Preparation and Submission of Procurement Package Issuance of Bid Documents and Market Sounding Submission of Bid Evaluation Report Issuance of Letter of Award/Acceptance Phase III: Transaction Negotiation & Financial Close Transaction Negotiation & Signing of Concession Agreement Execution of ancillary agreements and other documents Financial Close

45% -

35% 05% 05%

35% 20% 05% 05% 05%

20% 05% 10% 05%

Total Costs inclusive of all applicable taxes 100% ** Total Costs inclusive of taxes shall be considered for financial evaluation Note: No escalation shall be payable during the services


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SECTION 5: TERMS OF REFERENCE

5.1 Project Background

NED Technology Park (NTP) is the first fully-integrated Science and Technology Park and the first Government-sponsored Technology Park of Pakistan to be established within the premises of NED University Karachi. The initiative is meticulously aimed at redesigning the knowledge economy of Pakistan by stimulating and nurturing innovation-led germination and growth of hi-tech entities. NTP will be the new national tech-pad where entrepreneurs and multinationals will come together to discover, ideate, create, collaborate and break new ground. For the Project, NED University has available land of 1 acre. Core objectives of NTP are:

1. To build an innovative ecosystem through entrepreneurship and incubation programs to stimulate the creation of new technology enterprises.

2. To stimulate innovation-led economic growth of the country and region.

3. To promote commercialization of research and development in association with local research centers and academic institutions.

4. To encourage active collaboration between private and public sector technology development.

5. To support the developing regional start-ups by small and medium-sized enterprises (SMEs) aiming to grow and sell various products, services and intellectual property (IP) based on technology.

6. To create and enhance international and national strategic linkages to further growth and economic diversity.

The Proposed location has the following advantages:

Close to the Karachi Northern Bypass connecting major cities of the country. International Airport is 20 minutes’ drive from the proposed location. International Sea Port of Pakistan is 45 minutes’ drive. Karachi is hub of human capital in the country

Proposed Infrastructure & Facilities may include

5.2 The Assignment

5.2.1 The preferred bidder shall be required to conduct Feasibility Study and Transaction Advisory Services for Technology Park (NTP) Karachi.

5.3 Terms of Reference

At any stage, the legal counsel, technical member(s) and financial member of the Consortium of the Consultant shall furnish legal, technical and financial opinion respectively as and when required by the Procuring Agency on any matter / document / agreement with regards to the Project. In case of a Consortium, the Lead Member is directly responsible for the internal coordination of the members of the Consortium. 5.3.1 Phase 1: Feasibility Study shall include but not limited to the following components:

Common Facility & Training Center (CFTC) Information Technology Workshop

Business Center Commercial facilitation Center

Auditorium Incubation Centers

E Commerce Warehouse/Logistics Area

Restaurants / Hotel R&D Center


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5.3.1.1 Inception Report

Provides a detailed layout of work approach to the Project. The report will clearly articulate overall requirements of the Project with respect to the proposed methodology, detailed program of work, progress updates methodology and any additional requirements. At least, it will clearly articulate the project's main goals along with the activities planned to meet those goals.

5.3.1.2 Technical Feasibility Study a) Perform the feasibility study for the Project and submit the feasibility study report which

shall include but not be limited to the following (Detail is attached as Schedule A):

i. Study and review international best practices, review successful case studies and recommend components of the technology park

ii. Setting out the technology park's plan, objectives and decide the best development method at the national, regional and international levels.

iii. Assessing the nature of the local skill base and regional skill base to design sustainable business and operational model for the technology park. Develop performance indicators for sustainability of new park

iv. Assessment of regulatory environment for technology parks in Pakistan, recommendation on an appropriate governance and management model for the Technology Park

v. Engineering estimates for development work (all components/infrastructure mentioned in feasibility study conducted by external consultants) based on the detailed survey;

vi. Necessary feedback and comments with updated information of project site.

vii. It is very important that in the first year of implementation, the park start to activate its innovation ecosystem, carrying out activities for companies (technology breakfast, marketplace for start-ups, etc.). Hence it is required to prepare the first year activity plan of the park activities: activities, programs, etc.

viii. Define the Strategic Alliance of the technology park with other parks in the world.

b) Comprehensive need assessment and demand analysis of the Project: This exercise include

thorough study of the technology sector in the country, study on commercial / business model of technology parks developed internationally, recommendation related to components / infrastructure of the NED Technology Park, etc.

c) Carryout the initial environment examination (‘IEE) of the project considering all aspects of environment, as per procedures of national guidelines and Safeguard Policy Statement of International Financial Institutions (“IFIs”), National & Provincial environmental quality standards;

d) Carryout certain tests to certify that the available land is fit to be used for the project including but not limited to Topographic survey, soil investigation and Geo-technical investigation of Project site. Provide details of accessibility to proposed project site, to facilitate the best arrangement for the general public and investors.

e) Design preliminary design and master plan of the project. Preparation of preliminary Structural, Mechanical, Electrical & Plumbing Drawings with respect to applicable standards.

f) Evaluate the on-grid and off-grid solutions for availability of electricity/power for project.

g) Socio Economic Assessment

h) Utilities requirements assessment and sourcing options;


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i) Access land title record and confirm ownership status with pending legacy issues (if any); screen and assess involuntary resettlement related impacts/risks likely from restricted third party land uses (formal or informal) and access to livelihood/income source; asses gender and work place safety and security related risks; and prepare safeguard diligence report including measures to avoid, minimize and mitigate adverse social impacts

j) Conduct stakeholder consultation for awareness and feedback, if any required.

k) Assessing the nature of the local skill base and regional skill base to design the best business and operational model for the technology park.

l) Devise standard operating procedures to be followed by the private party/ concessionaire to run the Project.

m) Identify the occupants / types of businesses which will reside in Technology Park project.

n) Devise the tangible and intangible incentives which can be offered by the Technology Park Project to occupants and investors.

o) Identify means, modes and entities of possible local and international support that may be required by the developer including financial, technical, legal and other types of support.

p) Identify and assess the benefits which will be proposed by the Technology Park Project

Note: The Transaction Advisors would be responsible to undertake all related surveys needed for preparation of feasibility study report. 5.3.1.3 Financial Viability Assessment Report

a) Develop financial model of the Project covering the projected revenues, construction/development

and Operations & Maintenance (O&M) cost estimates over the life of the Project. O&M costs should be distinguished as direct / indirect costs and fixed and variable costs and breakeven analysis shall be performed;

b) Prepare cost estimates for allied facilities and ancillary works based on the schematic designs;

c) Sensitivity analysis to changes in key assumptions and parameters for a commonly set of scenarios

d) Prepare a list of fiscal incentives and/or contingent support that may be provided to developer and users of the facility.

e) Operating revenues with the underlying data such as demand forecasts and user charges

f) Funding levels required and types such as equity, loans and subsidies or types of Islamic financing if applicable

g) The outputs of the results of the financial model should clearly demonstrate the impact of different assumptions on the project’s cash flow. The results to be presented in the form of the following financial indicators:

i. Project internal rate of return (IRR) and equity IRR

ii. Return on equity

iii. Annual debt service cover ratio

iv. Loan life cover ratio

5.3.1.4 PPP Options Analysis Report

a) List all possible PPP options available for the development of a technology park (such as lease, real estate investment trusts etc. PPPs etc.).


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b) Evaluate the advantages and disadvantages of each option, together with its risks, benefits and potential impacts

c) Assess which options are likely to attract private sector investment, and

d) Recommend the preferred option

e) For each of the PPP Option listed, perform the following tasks:

i. Prepare a viable transaction structure for implementation of the Project;

ii. A Cost Benefits Analysis (CBA) outlining economic efficiencies of the project and a Value for Money (VfM) analysis based on public sector comparator model;

iii. Impact on the financial and commercial viability, financial model and transaction structuring;

iv. Identify possible Government support may be required by developer, both financial and other

v. Identify the project risks and develop risk matrix.

5.3.1.5 Legal, Institutional and Regulatory Assessment Report

a) What laws, rules, regulations will be involved in the project implementation?

b) What are the implications and legal aspects of the project including all possible legal impediments and legal matters related to land

c) What kind of District, Provincial and Federal approvals are required for establishing the project?

d) Prepare draft bill, rules and regulations for the project, if required.

e) Develop a time line of approvals required at various stages.

5.3.2 Phase 2: Transaction Advisory shall include but not limited to the following components:

5.3.2.1 Preparation and Submission of Procurement Package

a) Prepare Notice for Pre-qualifications, pre-qualification criteria, pre-qualification document, request for proposal (the RFP) documents, and relevant project agreements (as per applicable standards) including Concession Agreement and project information memorandum (if required) for bidders;

b) Presentation of feasibility study outcomes and proposed project structure to the PPP Policy Board for necessary approvals.

5.3.2.2 Issuance of Bid Documents

a) Presentation of project bidding documents to the technical & financial evaluation committee (TFEC) for necessary approvals.

b) Issuance of bidding documents including EOI, pre-qualification document, RFP, draft concession agreement and project information memorandum to bidders pursuant to SPPRA rules.

5.3.2.3 Market Sounding

a) Sensitize potential investors, operators and financiers for the project and seek their feedback for incorporation in the project structure;

b) Seek investor interest and feedback on project prior to launch of official solicitation;

c) Assist the Procuring Agency to establish a data room which will include all the relevant documents and information on the project for investor due diligence.

5.3.2.4 Submission of Bid Evaluation Report

a) Assist the Procuring Agency to invite proposals from the pre-qualified bidders and handle queries, if any received in response to the RFP, of the pre-qualified bidders by attending pre-bid meeting(s).

b) Assist the Procuring Agency to evaluate the bids including technical and financial proposals.


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c) Presentation of bid evaluation outcomes to the technical & financial evaluation committee (TFEC) for necessary approvals.

d) Assist the Procuring Agency in preparation of Bid Evaluation Report.

5.3.2.5 Issuance of Letter of award/acceptance

a) Presentation of project procurement outcomes and project structure to the PPP Policy Board for necessary approvals.

b) Assist the Procuring Agency in issuance of Letter of award/acceptance to preferred bidder.

5.3.3 Phase 3: Transaction Negotiation and Financial Closure shall include but not be limited to the following:

5.3.3.1 Transaction Negotiation & Signing of Concession Agreement

a) Assist in final negotiation with preferred party;

b) Presentation of project structure to the TFEC / PPP Policy Board for necessary approvals.

c) Assist in execution of concession agreement between the Procuring Agency and the project company

5.3.3.2 Execution of ancillary Agreements and other required documents

a) Preparation of all ancillary agreements / documents / opinions / minutes of all meeting or any other similar task that may be required for the execution of this project.

5.3.3.3 Financial Closure

a) Review and provide feedback on draft financing term sheet and assess compliance of Concession Agreement and other procurement parameters of the project in the financing term sheet;

b) Review and finalize concession direct agreement;

c) Review and provide feedback on fulfillment of CPs of the concession agreement and those related to financial close;

d) Assist the Government in achieving financial close;


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SECTION 6: EVALUATION CRITERIA AND SCORING SYSTEM

6A – Evaluation Criteria The evaluation of the technical and financial bids shall be held under the Quality and Cost Based Selection (QCBS) Method. The total score of the technical evaluation shall be 100, out of which 80% weight-age shall be for the technical score and remaining 20% weight age shall be for the financial score. 6.1 Evaluation of Technical Proposals

6.1.1 The technical proposal will be evaluated on the basis of the relevant experience of the consultants, their understanding of the assignment, the proposed methodology, financial capacity, work plan, and the experience of the key professional staff. Only those consultants whose technical proposals score 75 marks or more shall qualify for further consideration, and shall be ranked from highest to lowest on basis of their Raw Technical Score (RTS). Financial proposals of those Consultants who secure less than 75 marks shall be returned un-opened to the firm/Consortium.

6.1.2 The technical proposals shall be assigned marks/ score without weight-age as RTS on the basis

of the criteria mentioned at Section 6B. 6.1.4 The final technical score (TSw) shall be calculated in the following manner: TSw = RTS x 0.80.

6.2 Financial Bid opening 6.2.1 A public Financial Bid opening shall be held at the time, date and venue which shall be

communicated to all technically qualified Bidder(s). 6.2.2 Confirm submission of bid security shall be checked first. In case the bid security is not

submitted along with the financial proposal in the same sealed envelope, such proposal(s) shall be rejected without being evaluated.

6.2.3 The financial proposals shall first be checked for arithmetic errors. Financial scores shall be

computed on the basis of following formula: FS = 100 x (RFSmin/RFS). Where ‘RFS min’ is the lowest bid price and ‘RFS’ is the bid price of the proposal under consideration. The financial scores thus obtained shall be assigned weight-age (20%) and final weighted score will be arrived at FSw = FS x 0.20, FSw is weighted financial score.

Combined Score

6.2.4 The combined technical and financial proposal (CS) shall be calculated in the following manner, namely: CS = TSw + FSw.

2.5 Bid obtaining maximum combined score shall be declared as the Best Evaluated Bid and the

Consultants offering the Best Evaluated Bid shall be declared as the successful Bidder and issued Letter of Acceptance, containing invitation for contract negotiation. Any factor having a bearing on the quoted price shall not be subject to negotiations.

6.2.6 The agreement shall however, be signed after getting the same duly vetted and approved from

the competent authority.


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6B – Scoring System

The Technical Proposal will be evaluated on the basis of the criteria given below:

Criteria Marks 1. Firm’s relevant Experience

Note: (i) Scores will be awarded

to a Bidder based on milestones achieved for a project

(ii) In case of the Consortium, scores will be allotted only once for the same project / milestone

(iii) Bidders shall attach supporting document / evidence of experience

(iv) Experience of Advisors will only be considered for public sector projects / clients

(v) Historical exchange rate prevailing on completion of milestone will be used to convert foreign currency to PKR

Experience of feasibility study during last 10 years of projects pertaining to science and technology parks and areas of innovation (of minimum size of Rs. 5 billion or equivalent) by technical member of the Consortium

03 or more Projects 18 marks 02 Projects 12 marks 01 Project 06 marks

18

Experience of feasibility study during last 10 years of a PPP project pertaining to the promotion of real estate development of new infrastructure (of minimum size of Rs. 5 billion or equivalent) by financial/legal member of the Consortium

02 or more Projects 05 marks 01 Project 03 marks

05

Experience of providing consulting services in the area of environmental assessment and / or environmental management

10 years or more 03 marks 7.5 years to less than 10 years 02 marks 5 years to less than 7.5 years 01 mark

03

Experience of development of bidding package during last 10 years (including RFQ/RFP and draft concession agreement, etc.) of a PPP project of minimum size of Rs. 3 billion or equivalent, by financial/legal member of Consortium

05 or more Projects 09 Marks 04 Projects 08 Marks 03 Projects 06 Marks 02 Projects 04 Marks 01 Project 02 marks

09

Experience of transaction advisory of completed PPP project (up to signing of concession agreement) of minimum size of Rs. 3 billion or equivalent by any member of Consortium during last 10 years

05 or more Projects 10 Marks 04 Projects 08 Marks 03 Projects 06 Marks 02 Projects 04 Marks 01 Project 02 marks

10

TOTAL 45 2. Key Professional Staff (Age limit = 65 years)

Financial Team Financial Team Leader 08 marks Project Finance Specialist 04 marks

12


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Technical Team Team Leader 06 marks Technology Park Specialist 04 marks Innovation Service Specialist 03 marks Business Development Specialist 03 marks Architect / Master Planner 03 marks Infrastructure & Building Specialist 02 marks Environmentalist 02 marks Social Safeguard Specialist 02 marks

25

Legal Team Legal Team Leader 05 marks Legal Expert 03 marks

08

TOTAL 45

3a.Financial Capability Average annual turn-over of last three (3) years PKR 300 million or above 03 marks PKR 200 to less than 300 million 02 marks PKR 100 to less than 200 million 01 marks

* Bidders (in case of Consortium, Lead Member) to submit audited financial statements of last three years. In case of a Consortium, financial capability of only the Lead Member will be considered

03

3b. Understanding of the Assignment and Proposed Methodology

Understanding of the assignment

(Note that, ‘Understanding of the Assignment’ presented by any Bidder in its Technical Proposal, shall not be more than 2,000 words.)

02

Proposed Methodology (Note that, ‘Proposed Methodology’ presented by any Bidder in its Technical Proposal, shall not be more than 5,000 words.)

05

TOTAL 10

TOTAL 100

Note:- The procuring agency may ask for presentation from the bidder during Technical evaluation period for

clarity on Technical Proposal.

Sub-consultants’ experience / credentials shall not be eligible for scoring. Only consortium members will be eligible for scoring.


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The weight age points given to evaluation sub-criteria for qualifications and competence of key staff are:

# FINANCIAL TEAM Weightage 1. Financial Team Leader Qualification:

CA/CFA/ICMA/ACCA/MBA (25%) Bachelors in Finance/Accounting/Business Administration (15%)

Relevant Experience Experience of infrastructure transaction advisory

More than 10 years 75% 7 years to less than 10 years 60%

5 years to less than 7 years 40% Less than 5 years 20%

2. Project Finance Specialist Qualification: CA/CFA/ICMA/ACCA/MBA (25%) Bachelors in Finance/Accounting/Business Admin (15%)

Relevant Experience Experience of developing financial models/financial structuring of infrastructure projects

More than 7 years 75% 5 years to less than 7 years 60% 3 years to less than 5 years 40% Less than 3 years 20%

TECHNICAL TEAM Weightage

1 Team Leader Qualification: Phd / Masters in (Engineering, Engineering management, IT / Compute Science) discipline from reputable university (25%)

Bachelors in Engineering, Engineering management, IT / Computer Science related programs from reputable universities (15%) Relevant Experience Experience in consultancy, project development, management of science and/or technology parks, business incubators and other related experience More than 10 years 75%

7 years to less than 10 years 60% 5 years to less than 7 years 40% Less than 5 years 20%


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2 Technology Park Specialist Qualification:

PhD / Masters in areas related to Entrepreneurship. Technology Transfer, Entrepreneurial eco systems, entrepreneurial university, Strategic Management and Entrepreneurship, Science and Technology based regional entrepreneurship. (25%) Bachelors in areas related to Innovation and Entrepreneurship /Management and Strategy management (15%) Relevant Experience: Experience in design, development and operations of technology parks / incubation / technology based entrepreneurial eco systems. Research publications and consultancy project undertaken in this space are preferred

More than 10 years 75% 7 years to less than 10 years 60% 5 years to less than 7 years 40%

Less than 5 years 20%

3 Innovation Service Specialist Qualification: PhD / Masters in Innovation & Entrepreneurship/ MBA. (25%) Bachelors in areas related to Innovation and Entrepreneurship /Management and Strategy management (15%) Relevant Experience: Experience in design & development and implementation of Strategy and Culture of Innovation between University – Industry, Design and development of start-ups incubators, training programs for promoting innovation and entrepreneurship of university students and technology centers, projects on corporate innovation and corporate venturing. More than 7 years 75% 5 years to less than 7 years 60%

3 years to less than 5 years 40% Less than 3 years 20%

4 Business Development Specialist Qualification: Phd / Masters in Business Administration / Engineering Management degree reputable universities (25%)

Bachelors in Business Administration related programs from reputable universities (15%) Relevant Experience: Experience of business development in the space science and/or technology parks, incubators, and entrepreneurial centers. The person shall be well conversed with business development i.e. marketing strategy, branding, customer acquisition etc.

More than 7 years 75%

5 years to less than 7 years 60% 3 years to less than 5 years 40% Less than 3 years 20%


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5 Architect / Master Planner Qualification:

Bachelors in Civil Engineering or Architecture or relevant (25%)

(Registration with PCATP or equivalent is mandatory)

Relevant Experience Experience in relevant field


6 Infrastructure & Building Specialist Qualification: Masters in Civil and/or Structural Engineering (25%) Bachelors in Civil and/or Structural Engineering (15%) (PEC registration is mandatory)

Relevant Experience Experience in relevant field


7 Environmentalist Qualification:

Minimum Masters in Environmental Engineering or allied Environmental Sciences/Management (25%) Relevant Experience Experience in conducting environmental studies for infrastructure projects More than 10 years 75% 7 years to less than 10 years 60% 5 years to less than 7 years 40% Less than 5 years 15%

8 Social Safeguard Specialist Qualification: Minimum Masters in Social Sciences or related field (25%)

Relevant Experience Experience in conducting studies pertaining to social aspects such

as baseline / demographic studies, involuntary resettlement studies and plans, as per national/provincial guidelines or IFIs standards.



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LEGAL TEAM Weightage 1. Legal Team Leader Qualification:

LLM / Bar at Law (25%) LLB (15%)

Relevant Experience Experience of legal advisory on infrastructure projects


2. Legal Expert Qualification: LLM / Bar at Law (25%) LLB (15%)

Relevant Experience Experience of drafting procurement documents e.g. (EOIs, RFQ, RFP), Concession/PPP agreements / EPC contracts More than 7 years 75% 5 years to less than 7 years 60% 3 years to less than 5 years 40%

Less than 3 years 20%


Page | 48

SECTION 7: INTEGRITY PACT

DECLARATION OF FEES, COMMISSION AND BROKERAGE ETC. PAYABLE BY THE

SUPPLIERS OF GOODS, SERVICES & WORKS IN CONTRACTS WORTH RS 10.00 MILLION OR MORE

Contract No. Dated Contract Value: Contract Title:

………………………… [name of Supplier] hereby declares that it has not obtained or induced the procurement of any contract, right, interest, privilege or other obligation or benefit from Government of Sindh (GOS) or any administrative subdivision or agency thereof or any other entity owned or controlled by Government through any corrupt business practice.

Without limiting the generality of the foregoing, [name of Supplier] represents and warrants that it has fully declared the brokerage, commission, fees etc. paid or payable to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any commission, gratification, bribe, finder’s fee or kickback, whether described as consultation fee or otherwise, with the object of obtaining or inducing the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from Government, except that which has been expressly declared pursuant hereto.

[Name of Supplier] certifies that it has made and will make full disclosure of all agreements and arrangements with all persons in respect of or related to the transaction with Government and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty.

[Name of Supplier] accepts full responsibility and strict liability for making any false declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that any contract, right, interest, privilege or other obligation or benefit obtained or procured as aforesaid shall, without prejudice to any other rights and remedies available to Government under any law, contract or other instrument, be voidable at the option of Government.

Notwithstanding any rights and remedies exercised by Government in this regard, [name of Supplier] agrees to indemnify Government for any loss or damage incurred by it on account of its corrupt business practices and further pay compensation to Government in an amount equivalent to ten time the sum of any commission, gratification, bribe, finder’s fee or kickback given by [name of Supplier] as aforesaid for the purpose of obtaining or inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever form from Government.

Name of Buyer: …………………. Name of Seller/Supplier: …………………. Signature: ……………………….. Signature: ………………………………….

[Seal] [Seal]

NED University of Engineering & Technology, Karachi, Pakistan.

Ph: 021-99261261-68 Fax 021-99261255 Web: www.neduet.edu.pk

SECTION 8: AFFIDAVIT

To: Director Procurement NED University of Engineering & Technology Karachi

Re: Consultancy Services for Feasibility Study of Technology Park Karachi

[Date]

Pursuant to the Request for Proposal document dated [Please insert the Date] in respect of the Project, [Name of Prospective Bidder/Lead Member of Consortium] hereby represents and warrants that, as of the date of this letter [Name of Prospective Bidder/Lead Member of Consortium], and each member of our Consortium (if applicable):

(a) Is not in bankruptcy or liquidation proceedings;

(b) Not convicted of fraud, corruption collusion or money laundering;

(c) Is not aware of any conflict of interest or potential conflict of interest arising from

previous or existing contracts or relationships that could have a significant impact on its ability to fulfill its obligations under the Consultancy Contract;

(d) Does not fall within any of the circumstances for ineligibility listed in Section 2.18 (Basic Eligibility Criteria) of the Request for Proposal. Yours Sincerely,

Authorized Signature

Name and Title Signatory

Name of Firm

Address



SECTION 9: POWER OF ATTORNEY

[On Stamp Paper of the required value]

[To be notarized]

Know all men by these presents, we, __________________________ [insert name and address of the registered office of the firm] do hereby constitute, appoint and authorize Mr./ Ms.___________________ [insert name and father name] who is presently employed with [us or the Lead Member of our Consortium] and holding the position of ___________________ as our Attorney, to do in our name and on our behalf, all or any of the acts, deeds or things necessary or incidental to the our bid for providing consultancy services in relation to the NED Technology Park (the “Project”), including signing, authenticating and submission of application / proposals (technical and financial) and affidavits, participating in conferences, responding to queries, submission of information / documents and generally to represent us in all its dealings with the NED University of Engineering & Technology, any other Government entity or any person, in connection with the Project until culmination of the process of bidding and thereafter till the execution of relevant Project documents.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us.

For and on behalf of [insert name of the relevant Consortium Member]

Signature __________________________________

Name, Title and: __________________________________

Address: __________________________________

__________________________________

Signature of the Attorney __________________________________

Name, Title and: __________________________________

Address of the Attorney: __________________________________

__________________________________

Witnesses

Signature: __________________________



Name: __________________________

CNIC No.: __________________________

Signature: __________________________

Name: __________________________

CNIC No.: __________________________

Note:

a. In case of a consortium, a separate power of attorney (on this format) to be provided/executed by each member of the consortium (including Lead Member) in favor of a representative and attorney of the Lead Member of the consortium.

b. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required the same should be under common seal affixed in accordance with the required procedure.

c. For a power of attorney executed and issued overseas, the same will also have to be legalized by the Pakistan Embassy and notarized in the jurisdiction where the power of attorney is being issued.

APPENDIX-A

NED University of Engineering & Technology Karachi

GOVERNMENT OF SINDH

DRAFT CONSULTANCY SERVICES CONTRACT

NED Technology Park Karachi

Consultancy Services Contract NED Technology Park Karachi

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THIS CONTRACT (hereinafter referred to as the “Contract / Agreement”) is made at Karachi on this _____ _______ 2020 (the “Signing Date”).

BY AND BETWEEN The Governor of Sindh, acting through _____, NED University of Engineering & Technology Karachi, Government of Sindh, having its principal office at _________________________, Karachi, (hereinafter referred to as the “Client”);

AND The Advisory Consortium, comprising the following members:

1. _______________________________________________ having its registered office and principal place of business at ____________________________________________ (hereinafter referred to as the “Lead Advisor” or “Financial Consultants”);

2. _______________________________________________ having its registered office and principal place of business at ____________________________________________ (hereinafter referred to as the “Technical Consultant”); and

3. _______________________________________________ having its registered office and principal place of business at ____________________________________________ (hereinafter referred to as the “Legal Consultant”)

4. ………

(Financial Consultants, Technical Consultants and Legal Consultants are collectively referred to as the “Advisory Consortium”)

(The Client and the Advisory Consortium are hereinafter referred to individually as a “Party” and collectively as “Parties”). WHEREAS: A. The Client is desirous of establishing integrated Technology Park Karachi (“Project”), details of

which are given in the Request for Proposal dated _______ (“RFP”) and reproduced in Schedule A (Terms of Reference) to this Agreement;

B. The Client wishes to engage a qualified consortium of consultants, comprising financial consultants, technical consultants and legal consultants, for the Project to provide advisory and support services (as listed in Schedule A (Terms of Reference) to this Agreement) (“Assignment” or “Services”) to the Client in terms of this Agreement;

C. The Expression of Interest for the Assignment was sought through advertisement in accordance with the Sindh SPP Rules, followed by the issuance of a Request for Proposal (“RFP”) by the Client dated __________;


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D. Following technical and financial evaluation of the bids by the consultant selection committee, the Advisory Consortium led by [_______ as Lead Advisor] was selected as the preferred bidder by the Consultant Selection Committee to undertake the Assignment; and

E. The Advisory Consortium led by the Lead Advisor is hereby appointed to provide the Services on the terms and conditions as set out herein. The Advisory Consortium agrees to provide the Services and undertake the Assignment as per the terms and conditions set out in this Agreement.

NOW THEREFORE, the Parties hereto agree as follows:

1. Definitions

1.1 In this Agreement, unless the context indicates otherwise, the following words and expressions shall

have the following meanings unless inconsistent with the context: “Applicable Laws” means all applicable laws (federal and provincial), ordinances, regulations, judgments and orders of any competent court, central bank or governmental agency, authority in any relevant jurisdiction within the Islamic Republic of Pakistan, and such other laws as may be applicable; “Advisory Consortium” shall have the meaning as described thereto in Recitals above; “Agreement” means this contract executed between the Client and the Advisory Consortium and includes all the schedules attached thereto; “Assignment” shall have the meaning ascribed thereto in the Recitals; “Assignment Team” means the persons described under Clause 13 of the Agreement, subject to changes arising from the negotiations; “Business Day” means any day other than Saturday and Sunday or public holiday in the Islamic Republic of Pakistan or the province of Sindh, on which banks in Pakistan are generally open for business; “Client” shall have the meaning ascribed thereto in Preamble above;; “Confidential Information” means any information: (a) determined by the Client to be privileged or confidential;

(b) discussed in closed session by the bid evaluation panel;

(c) which if disclosed would violate a person’s right to privacy;

(d) declared to be privileged, confidential or secret in terms of any law including, but not limited

to, information contemplated in the relevant Freedom of Information Ordinance, 2002 of the Islamic Republic of Pakistan; Provided that Confidential Information shall not include such information which has been exclusions in terms of Section 16.3

“Deliverables” means those deliverables as set out in Schedule D;


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“Effective Date” shall have the meaning ascribed thereto in Clause 3.2; “Fee” shall have the meaning ascribed thereto in Clause 6.1; “Financial Proposal” shall mean the financial proposal submitted by the Advisory Consortium; “Lead Advisor” means a lead member of the Advisory Consortium, i.e. [___________________________] authorized by the other members of the Advisory Consortium to (i) coordinate and liaise with the Client on their behalf and to undertake the project management aspect of the engagement (ii) undertake responsibility to the Client for execution of the entire Scope of Work mentioned in Schedule A; “Parties” means the Client and the Advisory Consortium; “Performance Security” means an amount of PKR [____] equivalent to two percent (2%) of the Fee, submitted by the Advisory Consortium to the Client in the form specified in the RFP. “Proposal” means the Advisory Consortium’s response to the Client’s Request for Proposal in respect of the carrying out of the Services comprising Technical Proposal and Financial Proposal; “RFP” shall have the meaning ascribed thereto in Recitals above; “Services” shall have the meaning ascribed thereto in Recitals above; “Scope of Work” has been defined in Clause 4.1 of this Agreement details whereof are contained in Schedule A; “Signing Date” shall mean the date of signing of this Agreement; “SPP Rules” shall mean the Sindh Public Procurement Rules, 2010; “Technical Proposal” shall mean the technical proposal submitted by the Advisory Consortium; “Termination Date” means any date of termination of the Agreement in accordance with the Clause 16.8 of the Agreement; “Variation” means any variation to the Scope of Work in terms of the Agreement.

2. Interpretation of this Agreement

The Agreement shall be interpreted according to the following provisions, unless the context requires otherwise. In the event of any conflict, inconsistency or ambiguity, the provisions will prevail as follows:

2.1 References to the provisions of any law shall include such provisions as amended, re-enacted or consolidated from time to time in so far as such amendment, re-enactment or consolidation applies or is capable of applying to any transaction entered into under the Agreement;

2.2 References to clauses, sub-clauses, schedules and attachments are references to the clauses, sub-clauses, schedules and attachments of the Agreement;


Page 5 of 29

2.3 The headings of clauses, sub-clauses, schedules and attachments are included for convenience only

and shall not affect the interpretation of the Agreement;

2.4 Reference to “Agreement”, shall include the Agreement and its schedules, attachments as amended, varied, notated or substituted in writing from time to time;

2.5 Words importing the singular shall include the plural and vice versa, and words importing either gender or the neuter shall include both genders and the neuter, and ‘person’ shall include both corporeal and incorporeal entities.

3. Entry into Force, Effectiveness and Termination of the Agreement

3.1 The Agreement shall come into force upon the satisfaction of following conditions precedent:

3.1.1 submission of the Performance Security by the Advisory Consortium, which shall be valid for at least

ninety (90) days beyond the:

(a) completion of the Services as per the Scope of Work under Schedule A, or (b) expiration of a period of twenty four (24) months from the Signing Date, whichever comes

earlier.

3.2 The Advisory Consortium shall satisfy or procure the satisfaction of the above conditions precedent as soon as reasonably possible and in any event within twenty (20) Business Days of the Signing Date (the “Effective Date”); Provided that the Client shall have the right to allow more time for the satisfaction of conditions precedent upon the request of the Advisory Consortium.

3.3 The Advisory Consortium shall begin carrying out the Services on the Effective Date.

3.4 Unless terminated earlier, this Agreement shall terminate on the Termination Date or at the end of such time as agreed upon by the Parties hereto.

4. Agreement to Provide Services

4.1 With effect from the Signing Date, the Client hereby appoints the Advisory Consortium for the purpose of carrying out of the Assignment and the provision of the Services stated in the Scope of Work as detailed in Schedule A attached hereto (“Scope of Work”) and the Advisory Consortium agrees to such appointment for such consideration as set out in Clause 6 below. The Client agrees that specified portions of the Scope of Work have been distributed among the members of the Advisory Consortium.

5. Scope of Work

5.1 The Services to be provided by the Advisory Consortium under this Agreement is based on the terms

of reference as set out in Schedule A to this Agreement.

5.2 The approach and methodology outlined in the Technical Proposal and scope of work outlined in RFP shall be used for the purposes of any interpretation of the Scope of Work.


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5.3 Unless the Client or the Advisory Consortium’s instructions are later amended and agreed between the Parties in writing in accordance with Applicable Laws, the Services to be provided by the Advisory Consortium will be restricted to that set out in Schedule A.

5.4 Amendment(s) to the Scope of Work as set out in Schedule A shall be done in accordance with the Clause 6.2.

5.5 The Client acknowledges, understands and accepts the Scope of Work and the Services and that although the Lead Advisor shall have overall responsibility for providing Services in accordance with this Agreement, each member of the Advisory Consortium is severally responsible and liable with respect to the specific work / Deliverables assigned to them in terms of Schedule A and the Deliverables to be submitted in terms of Schedule D.

6. Fee

6.1 The Parties have agreed that the fee inclusive of all applicable taxes for this Assignment shall be

PKR [____] (Pakistan Rupees [_______]) (“Fee”) payable on completion of the milestone achievements as laid out in Schedule E. Other related terms with respect to payment of Fee or any part thereof and expenses are also set out in Clause 12 and Schedule E.

6.3 If the Client seeks to vary the Scope of Work, the Parties shall discuss such matters mutually and any changes to the Scope of Work will be agreed between the Parties in writing, subject to mutual agreement on change in fee and the respective timelines for completion, which will be subsequently recorded by way of an amendment to this Agreement. Any amendment to the Scope of Work or Services shall only become effective once the Parties have agreed to revise the Fee as a result of such amendment subject to SPP Rules and regulations and the revised time period that will be required to provide the additional services and recorded the same by way of an amendment to the terms of this Agreement. For the avoidance of doubt it is clarified that the amendment to the Agreement between the Parties in relation to the revision in the Fee and timelines as a result of any amendment in the Scope of Work shall be a condition precedent to the effectiveness of such amended Scope of Work.

6.4 All payments under this Agreement shall be made to the invoicing party namely, the Advisory

Consortium, approved under Section 1, provided that the invoices will be raised by the individual members of the Advisory Consortium, which shall be clubbed together by the Lead Advisor into a single Invoice indicating the share of each individual member of the Advisory Consortium. The Client shall make the payment to the individual member of the Advisory Consortium separately under intimation to the Lead Advisor as per the single invoice submitted by the Lead Advisor. The account details for payment for individual members of the Advisory Consortium will be provided by the Lead Advisor to the Client.

7. Project Administration

7.1 The Advisory Consortium shall comply with all the terms, regulations, rules, and requirements of the

Client during the term of the Agreement. 7.2 Any notice, request, or consent made by either Party pursuant to this Agreement shall be in writing and

shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent by registered mail, telex, telegram, or facsimile to such Party at the address specified in the Agreement.

7.3 The Client shall provide prompt written notice to the Advisory Consortium whenever the Client observes


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or otherwise becomes aware of any matter, which may substantially affect the Advisory Consortium’s performance of Services under this Agreement.

7.4 The Client shall have unrestricted access to all plans, drawings, specifications, designs, reports,

presentations and other documents produced by the Advisory Consortium during the term of this Agreement and submitted to the Client for the purposes of the Assignment. The Advisory Consortium, shall not later than 15 days, deliver five copies of all such documents to the Client upon request from the Client.

8. Warranties

8.1 The Client represents and warrants to the Advisory Consortium that it has the necessary authorization,

mandate and capacity to award the Assignment to the Advisory Consortium pursuant to this Agreement.

8.2 Each member of the Advisory Consortium represents and warrants that:

(a) It is duly organized and validly existing under the Applicable Laws, and that it has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

(b) It has taken all necessary corporate (if it is a corporate body) and other actions under the Applicable Laws to authorize the execution, delivery and performance of this Agreement; and validly exercise its rights and perform its obligations under this Agreement;

(c) this Agreement and all obligations contained herein constitutes its legal, valid and binding obligations, enforceable against it in accordance with the terms hereof;

(d) it has the financial standing and capability to undertake the Assignment accordance with the applicable standards and it has not committed a breach in respect of their payment obligations in relation to a financial indebtedness;

(e) it is subject to the Applicable Laws, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement and/or or matters arising hereunder including any obligation, liability or responsibility hereunder;

(f) the execution, delivery and performance of this Agreement does not and shall not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any of its constitutive and corporate charters, filings with government authorities, documents, or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it under the Applicable Laws before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement;

(g) no representation or warranty made by it herein or in any other document furnished by it to the GoS contains any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty misleading;

(h) each member of the Advisory Consortium shall be severally liable for the performance of Services under


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this Agreement;

(i) that they have the necessary professional, intellectual and material resources to undertake their respective parts of the Scope of Work or Services in connection with the Assignment; and

(j) It shall abide by the terms of the Agreement and that they shall perform their respective parts of work professionally and according to the international best practices.

9. Communication

9.1 All significant communication between the Parties shall be in writing delivered through some established

credible medium including email but all Deliverables shall be sent to the Client in hard copy form with 3 number of copies.

9.2 All communication of a substantive nature between the Parties shall be sent to the respective key contact persons in addition to any other person(s) or official(s) the Parties to the Agreement may wish to notify or to whom it is necessary and obligatory to send that communication.

9.3 The respective key contact persons for communication shall be:

For Client Name: Designation: Address: Telephone: Fax: Email:

For Advisory Consortium Name: Designation: Address: Telephone: Fax: Email:

9.4 Either Party may change its address to any physical address, email address and Fax number for this

purpose, by notice in writing to the other Party.

10. Reporting The Advisory Consortium’s reporting will be based on Deliverables as described in the RFP and reproduced in Schedule D to this Agreement. The Deliverables will be prepared solely in connection with, and for use in accordance with, the terms of this Agreement. The Lead Advisor will report exclusively and directly to the Client.


Page 9 of 29

10.2 If, in carrying out the agreed Scope of Work, the Advisory Consortium becomes aware of any matters outside the agreed scope that the Advisory Consortium considers to be of importance to the Assignment, the Advisory Consortium will bring these to the attention of the Client. The Parties may, after mutual consultation, change the Scope of Work, if so needed, in the manner set out in Clauses 5.3 and 6.2 of this Agreement.

10.3 The Advisory Consortium shall provide the Client with the Deliverables described in Schedule D during the course of the Assignment.

10.4 The outcome of the Project shall be to complete the Assignment as per the agreed Scope of Work.

10.5 Whilst each submission of the work products shall address different aspects of the Assignment that the Advisory Consortium shall perform, the final feasibility study report shall take into consideration all the outputs from earlier work products submitted by the Advisory Consortium.

10.7 In order to confirm that the Advisory Consortium’s reports address all the matters within the agreed Scope of Work, the Advisory Consortium will submit a draft of its reports/ plans/ models to the Client for its comments prior to issuing it in final form and shall be reviewed by the Client within fifteen (15) Business Days from the submission date of the same. If the Client does not raise any objection(s) or provide comments within the set period of fifteen (15) Business Days, the same shall be deemed to have been accepted by the Client. However, if the Client raises any objection(s) or has any comments thereon and the same have been raised and communicated to the Advisory Consortium within the set time limit of fifteen (15) Business Days, the Advisory Consortium shall respond to such objections and/or incorporate or address such comments and re-submit the draft Deliverable to the Client within seven (7) Business Days. The Client shall be required to review the revised draft Deliverable within seven (7) Business Days from the submission date of the same. If the Client does not raise any objection(s) or provide comments within the set period of seven (7) Business Days, the same shall be deemed to have been accepted by the Client for the purposes of achievement of the Deliverables as set down in Schedule D and the Advisory Consortium will be entitled to (i) issue the final versions of the relevant deliverables; and (ii) raise an invoice for and receive payment for completion of such Deliverable in accordance with Schedule E.

10.8 The Advisory Consortium shall be under no obligation to update any advice, reports or any Deliverables provided to the Client, oral or written, for events occurring after the advice, report(s) or Deliverable(s) have been provided to the Client in its final form or after any advice, report or Deliverable is deemed as accepted by the Client in accordance with the terms of this Agreement.

10.9 On completion of the Assignment, the Client would encourage that the Advisory Consortium to carry out a debriefing where the Client shall provide feedback on the work carried out by the Assignment Team (defined below).

11. Access

11.1 For undertaking the Assignment, the Advisory Consortium will have access to the Project site(s) and wherever applicable, the relevant and important surveys/studies which would facilitate the Advisory Consortium in connection with this Agreement. These would primarily include, but not be limited to the relevant surveys/studies mentioned in the RFP.

11.2 The Client agrees that it shall notify the Lead Advisor as soon as practicable of any change in any material information previously made available to the Lead Advisor or the Advisory Consortium


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which comes to the attention of the Client.

11.3 Based on its past experience and knowledge, the Advisory Consortium shall endeavor to identify studies, report or data, which have been conducted previously either at the Federal and/ or Provincial level and shall assist, wherever possible, to enable the Client in gaining access to such studies, reports or data.

11.4 The Client shall arrange access to and discussions with its relevant officers and officials, on, as well as off Project sites, in addition to coordinating visits to the Project sites.

11.5 The Lead Advisor will provide to the Client, information in relation to the Project that it obtains during the term of this Agreement, but shall not be under any obligation, to provide such information, the disclosure of which would breach any law, any regulation of any governmental supervisory or regulatory authority, the terms of any agreement to which the Advisory Consortium or any member thereof are/is a party, or any duty of confidentiality that the Advisory Consortium or any member thereof owes to a third party.

11.6 Any information provided by the Client shall be validated by the Advisory Consortium who shall inform the Client of any discrepancies or deficiencies in the same before relying on such information. The Advisory Consortium shall retain responsibility for information created as part of the engagement. The Advisory Consortium may not be held responsible or liable if any information material to their task which was provided by the Client is withheld or concealed or fraudulently represented to them.

11.7 The Client shall provide guidance and assistance, in the establishment of the liaison and obtaining relevant information/ studies from the concerned governmental agencies, consultants and other stakeholders. In case of absence or non-availability of such information, however, the Advisory Consortium shall, with the prior intimation to the Client, rely mainly on its own sources of information, in which case, the Advisory Consortium shall not be responsible for the completeness and accuracy of information. It is however, agreed by the Advisory Consortium that only authenticated information shall be relied upon, that is, if the information is either signed by the agency concerned or if it is issued/made public with the approval of the same. The Advisory Consortium may rely on any instructions or requests made or notices given or information supplied in writing (including email), by any person that it knows to be authorized by the Client for such purposes.

11.8 The Client acknowledges and irrevocably confirms that any information provided by the Client in relation to the works being performed under the Scope of Work by the Advisory Consortium that has been accepted by the Client as being the relevant information to be applied in respect of the Assignment and accordingly the Advisory Consortium will not be liable for any defects, errors and/ or omissions in the provision of the services by the application of the information and the utilization of the information specifically provided by the Client.


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12. Payment to Advisory Consortium

12.1 The Advisory Consortium shall be responsible for financing its activities until such time as payment is effected by the Client as mentioned in Clause 12.3. The Advisory Consortium shall submit its invoices to the Client in a format agreed between the Parties.

12.2 The Client shall compensate the Advisory Consortium for services rendered under the Agreement in accordance with the Clause 7.2, Advisory Consortium’s Time Plan and Reporting Schedule, attached under Schedule C to this Agreement.

12.3 Subject to the terms and conditions of this Agreement including Clause 10.7, all payments due by the Client to the Advisory Consortium shall be paid within 15 Business Days from the date of receipt of invoice by the Client.

12.4 The Fee or any part thereof (as per the invoice raised in accordance with this Agreement) shall be paid through a demand drafts or crossed cheques in favor of individual members of the Advisory Consortium, in PKR in accordance with Schedule E to this Agreement.

12.5 In relation to payments to be made to international firms (if any) that are part of the Advisory Consortium, the same shall be made to the Lead Advisor or the Local Representative of the international firm also in PKR amount indicated on their invoice raised in accordance with Schedule E; mode of such payments will be as per clause 12.4 above.

13. Assignment Team

13.1 The Parties shall, immediately after the Signing Date, form an assignment team (“Assignment Team”), which will be responsible for the management of the Agreement so as to ensure the smooth and satisfactory delivery of the Services by the Advisory Consortium to the Client.

13.2 The Assignment Team shall be composed of the following:

(a) Officers appointed by the Client;

(b) An authorized representative of the Lead Advisor representing the Advisory Consortium, who shall act on behalf of and have the authority to bind the Advisory Consortium

(c) Individuals mentioned in the RFP i.e. the CVs of those who were evaluated for the award of the Bid; and

(d) Such other members of the Advisory Consortium as appointed by the Advisory Consortium.

13.3 The functions of the Assignment Team shall be as follows:

(a) To facilitate communication between the Parties;

(b) To review the progress on the implementation of the Agreement;

(c) To manage and resolve potential disputes; to monitor and maintain alignment with institutional policy and strategy;

(d) To achieve the Agreement’s objectives within agreed scope, time, cost and quality;


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(e) To provide advice and consent on scope variation;

(f) To facilitate all necessary institutional and treasury approvals; and

(g) To provide feedback to relevant stakeholders.

The Assignment Team shall determine an appropriate set of meetings to be held and the frequency thereof.

13.4 Except as the Client may otherwise agree, no changes shall be made in the Assignment Team or the sub-consultants. If, for any reason beyond the reasonable control of the Assignment Team, it becomes necessary to replace any of the team members, the Assignment Team shall provide as a replacement a person of equivalent or better qualifications, subject to the approval of the Client. The Client may require the Advisory Consortium to remove and replace any staff member, stating reasons for such action. List of the Assignment Team is attached in Schedule B to this Agreement.

14. Obligation of the Parties

14.1 The Client undertakes:

(a) to remunerate the Advisory Consortium for the Services in a timely manner in accordance with the terms and conditions set out in this Agreement;

(b) to use its reasonable endeavors to ensure that the Advisory Consortium has timely and adequate access to all information, personnel and documentation available to the institution that will be required by the Advisory Consortium to render the services;

(c) to inform the Advisory Consortium of any information or developments which may come to their attention during the duration of the Agreement, which might have a bearing on or be relevant to the Services to be provided by the Advisory Consortium;

(d) to co-operate with the Advisory Consortium (to the extent reasonably requested and possible for it) at all times for the purposes of facilitating a timely and efficient delivery of the Services;

14.2 The Advisory Consortium undertakes:

(a) to perform the Services using reasonable skill and care in accordance with applicable professional standards;

(b) to devote the necessary time and attention to providing the Deliverables, as set out in the Deliverables schedule, and not engage in any business or activity that will prevent the Advisory Consortium from providing the Services;

(c) to maintain, at all times, the highest degree of good faith towards the Client and to ensure that no conflict of interest materializes, and in the event of a conflict of interest arising, to immediately advise the Client of the same. The Parties shall seek to resolve the situation as quickly as possible, however, in the event that the situation cannot be resolved within thirty (30) days the Client or the Lead Advisor may refer the matter for dispute resolution in terms of Clause 16.18 of this Agreement. A deliberate failure by the Advisory Consortium to inform the Client of any conflict of interest shall amount to a material breach of the Agreement and may entitle the Client to


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terminate the Agreement forthwith;

(d) to render the services in accordance with the Scope of Work, Deliverables, timeframes and specifications, as set out in the Deliverables schedule, annexed hereto, as amended by written agreement of the Parties;

(e) that all actions and commitments agreed upon or pursuant to the Assignment Team meetings or Agreement, will be strictly adhered to;

(f) to provide the Client with any information and reports reasonably requested by the Client in connection with the Services to the extent that the same are covered in the Scope of Work, and which information the Advisory Consortium warrants to be accurate and complete;

(g) to maintain the professional personnel as promised and committed to bythe Advisory Consortium in its proposal throughout the life of this Agreement, and as recorded in the Deliverables schedule, and that in the event of any5 dedicated member of the Advisory Consortium’s personnel becoming incapacitated and unable to carry out his or her duties or whose performance the Client reasonably considers to be unsatisfactory in its discretion, to replace, at the Advisory Consortium’s cost, such member, subject to the written approval of the Client;

(h) to furnish legal, technical and financial opinion respectively as and when required by the Procuring Agency on any matter / document / agreement with regards to the Project.

(h) to observe neutrality and objectivity in its views and opinions; and

(i) to respect and observe all Applicable Laws.

15. Not used

16. Miscellaneous

16.1 Assignment and Charges:

(a) The Advisory Consortium shall not assign this Agreement or any part hereof except with prior consent in writing of the Client, which consent the Client shall be entitled to decline without assigning any reason whatsoever. Notwithstanding the generality of this clause, nothing herein shall restrict the ability of the Lead Advisor to delegate any part of the Scope of Work to members of the Advisory Consortium.

16.2 Liability and Indemnity:

i) The Advisory Consortium shall indemnify, defend and hold the Client harmless against any losses, damages and all proceedings, actions and third party claims arising out of a breach by the Advisory Consortium of any of its obligation under this Agreement except to the extent that any such losses, damages, proceedings, actions and claims have arisen due to Client breach of this Agreement. Provided that the maximum liability on account of indemnity under this Clause shall not exceed the amount equivalent to the Fee;

ii) The Client will indemnify, defend and hold harmless the Advisory Consortium and its members against any and all proceedings, actions, third party claims for loss, damage and expense of whatever kind and nature arising out of a breach by the Client, its officers, servants and agents of


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any obligations of the Client under this Agreement except to the extent that any such claim has arisen due to the event of Advisory Consortium’s default, breach of this Agreement or negligence. Provided that the maximum liability on account of indemnity under this Clause shall not exceed the amount equivalent to the Fee.

16.3 Confidentiality:

(a) Neither Party shall during the term of this Agreement (“Receiving Party”), without the prior written consent of the other Party (“Disclosing Party”), disclose any proprietary or Confidential Information relating to the Assignment, this Agreement or the business or operations of the Disclosing Party to anyone other than those persons who are connected to the Receiving Party and who are required or authorized to have access to such information. Except to the extent otherwise required by Applicable Law or applicable professional standards, the Parties’ obligations under this section do not apply to information that: (a) is or becomes generally available to the public other than as a result of disclosure by the Client; (b) was known to either the Client or the Advisory Consortium or had been previously possessed by the Client or the Advisory Consortium without restriction against disclosure at the time of receipt thereof by the Client or the Advisory Consortium; (c) was independently developed by the Client or the Advisory Consortium without violation of this Agreement; or (d) the Client and the Advisory Consortium agrees from time to time to disclose. Each Party shall be deemed to have met its nondisclosure obligations under this paragraph as long as it exercises the same level of care to protect the other’s information as it exercises to protect its own Confidential Information, except to the extent that Applicable Law or professional standards impose a higher requirement. Notwithstanding anything contained in this Agreement, the Lead Advisor shall be at liberty to disclose all information as may be required to the members of the Advisory Consortium.

(b) The Advisory Consortium may retain, subject to the terms of this paragraph, copies of the Client’s Confidential Information required for compliance with professional standards (applicable on them) or internal policies. If either Party receives a a validly issued administrative or judicial demand requiring it to disclose the other Party’s Confidential Information, such party shall provide prompt written notice to the other Party of such demand in order to permit such Party to seek a protective order. So long as the notifying Party gives notice as provided herein, the notifying Party shall thereafter be entitled to comply with such demand to the extent permitted by Applicable Law, subject to any protective order or the like that may have been entered in the matter.

(c) Clauses 16.3(a) and (b) above shall not apply to any of the information that the Advisory Consortium are required by Applicable Laws or regulators.

(d) The obligation to maintain the confidentiality of information shall survive the termination of this Agreement for a period of two (2) years, but will not apply to Confidential Information which was in the public domain prior to being disclosed by the Receiving Party and has come into the public domain other than as a result of being divulged by the Receiving Party.

16.4 Ownership of Material and Intellectual Property:

(a) Any information provided by the Client to the Advisory Consortium and any studies, reports and documentation and reports produced by the Advisory Consortium in performance of the Services and Deliverables set out in this Agreement (hereinafter referred to as the “Materials”) shall belong to and remain the property of the Client, when delivered. However, the Advisory Consortium may retain a copy of such documents and software.


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(b) Upon termination of the Agreement for any reason whatsoever, the Advisory Consortium must

return to the Client all Materials in its possession which belong to the Client. The Lead Advisor may retain single copies as may be required pursuant to Clause 16.3(b).

16.5 Fraud and Corruption:

If the Client determines that any member of the Advisory Consortium and/or its Personnel, sub-contractors, services providers and suppliers has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices, in competing for or in executing the Agreement, then the Client may terminate this Agreement or the relevant member of the Advisory Consortium employment/engagement under this Agreement, and may resort to other remedies including blacklisting/disqualification as provided in SPP Rules. Any personnel of the Advisory Consortium, who engages in corrupt, fraudulent, collusive, coercive, or obstructive practice during the execution of the Agreement, shall be removed in accordance with clause 16.27.


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16.6 Governing Law and Jurisdiction: This Agreement shall be construed and interpreted in accordance with and governed by the laws of Islamic Republic of Pakistan and the Courts of Karachi shall have exclusive jurisdiction over all matters arising out of or relating to this Agreement.

16.7 Waiver:

(a) No waiver by a Party of any right under the Agreement shall be effective unless reduced into writing and signed by or on behalf of all the Parties.

(b) Waiver by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement shall not (i) operate or be construed as a waiver of any other or subsequent default hereof or of other provisions or obligations under this Agreement; (ii) be effective unless it is in writing and executed by a duly authorized representative of such Party; and (iii) affect the validity or enforceability of this Agreement in any manner.

(c) Neither the failure by either Party to insist on the performance of the terms, conditions and provisions of this Agreement or any obligation there under nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder.

16.8 Term, Termination and Survival 16.8.1 Term:

The appointment of the Advisory Consortium in terms of this Agreement shall automatically terminate upon completion of the Services as per the Scope of Work under Schedule A or upon expiration of a period of twenty four (24) months from the date of signing of this Agreement, whichever comes earlier (“Termination Date”). During the stated period, the Advisory Consortium shall conclude the Assignment and provide the Services to the Client. In the event the Assignment is not completed within the agreed time due to delay on the part of the Advisory Consortium, the Lead Advisor shall request the Client for reasonable extensions with necessary justifications from the Advisory Consortium and the Client shall have the right to grant such extensions as it may deem appropriate; provided that any such extension in time shall not entitle the Advisory Consortium to claim additional fee.

16.8.2 Termination by Client

The Client may terminate this Agreement in case of the occurrence of any of the events specified in paragraphs (a) through (f) of this Clause. In such an occurrence the Client shall give not less than thirty (30) days’ written notice of termination to the Lead Advisor (on behalf of the Advisory Consortium), and sixty (60) days’ in the case of the event referred to in (e).

a) If the Advisory Consortium does not remedy the failure in the performance of their obligations under this Agreement in relation to the Assignment or Services, within thirty (30) days after being notified in writing or within any further period as the Client may have subsequently approved in writing; Provided that if the Advisory Consortium does not remedy its failure in performance of their obligations under this Agreement in relation to any one or two of the project(s) being


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part of the Project, within thirty (30) days after being notified in writing or within any further period as the Client may have subsequently approved in writing, the Client shall have the right to terminate this Agreement only to the extent of part of Services in relation to such project(s) and continue to avail Services in relation to other project(s) under this Agreement.

b) If any of the members of Advisory Consortium becomes insolvent or bankrupt. c) If any of the members of Advisory Consortium, in the judgment of the Client has engaged

in corrupt or fraudulent practices in competing for or in executing the Agreement. d) If, as the result of Force Majeure, the Advisory Consortium are unable to perform a

material portion of the Services for a period of not less than sixty (60) days. e) If the Client, in its sole discretion and for any reason whatsoever, decides to terminate

this Contract. f) If the Advisory Consortium fails to comply with any final decision reached as a result of

arbitration proceedings.

16.8.3 Termination by Lead Member (on behalf of Advisory Consortium)

The Lead Advisor (on behalf of the Advisory Consortium) may terminate this Agreement, by not less than thirty (30) days’ written notice to the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) through (c) of this Clause:

a) If the Client fails to pay any money due to the Advisory Consortium pursuant to this

Agreement without Advisory Consortium fault or breach of this Agreement. b) Pursuant to Clause 16.28 (Good Faith) hereof within forty-five (45) days after receiving

written notice from the Lead Advisor that such payment is overdue. c) If, as the result of Force Majeure, the Advisory Consortium is unable to perform a material

portion of the Assignment for a period of not less than sixty (60) days. d) If the Client fails to comply with any final decision reached as a result of arbitration

proceedings.

16.8.4 Payment upon Termination

a) Upon termination of this Agreement by the Client under Clause 16.8.2(e), the Performance Security shall immediately expire and be returned separately to each member of the Advisory Consortium.

b) Upon termination of this Agreement by the Client under any of the Clauses 16.8.2(a), (b), (c) and (f), the Client shall be entitled to encash the Performance Security.

16.8.5 Survival Termination of this Agreement (a) shall not relieve the Advisory Consortium or the Client of any

obligations hereunder which expressly or by implication survives Termination hereof;(b) shall not relieve Client for making payment of the Fee already due and payable in terms of this Agreement; and (c) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either Party of any obligations that have already arisen or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such Termination or arising out of such Termination.

16.9 Amendments:


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This Agreement and the Schedules together constitute a complete and exclusive statement of the terms of the Agreement between the Parties on the subject hereof and no amendment or modification hereto shall be valid and effective unless agreed to by all the Parties hereto and evidenced in writing.

16.10 Notices: Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery, recognized courier, mail, telex or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth in Clause 9.3 above or such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time.

16.11 Severability: If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon any such provisions shall not be subject to dispute resolution under this Agreement or otherwise.

16.12 No Partnership:

(a) Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership between the Parties. Neither Party shall have any authority to bind the other in any manner whatsoever.

(b) It is understood and agreed that each of the Parties hereto is an independent party and that neither Party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither Party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

16.13 Exclusion of Implied Warranties, etc. This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties or any representation by any Party not contained in a binding legal agreement executed by the Parties.

16.14 No Representations: No Party may rely on any express, tacit or implied term, representation, promise, warranty or the like which allegedly induced that Party to enter into the Agreement, unless the term, representation, promise, warranty is recorded in the Agreement.

16.15 Costs:

(a) Each Party shall bear its own legal costs of, and incidental to, the negotiation, drafting and


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preparation of the Agreement.

(b) Notwithstanding provisions of liabilities and damages contained in Clause 16.2 any costs, including attorney and own client costs, incurred by a Party, arising out of the breach by either Party of any of the provisions of the Agreement, shall be borne by the Party in breach.

16.16 Counterparts: This Agreement may be executed in two (2) counterparts, each of which when executed and delivered shall constitute an original of this Agreement.

16.17 Force Majeure:

(a) For the purposes of this Agreement, “Force Majeure” means an event which is beyond the reasonable control of a Party e.g. floods, fire, explosion, accidents, either lack of or failure of power, or by reason of war, revolution, civil commotion, act of public enemies, blockades or embargo or any law and order proclamation, regulation, ordinance, demand or requirement of the Government, or any or other cause, similar to those above enumerated, and which makes a Party’s performance of its obligations under the Agreement impossible or so impractical as to be considered impossible under the circumstances.

(b) The failure of a Party to fulfil any of its obligations under the Agreement shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event:

(i) is not negligent, has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Agreement; and

(ii) has informed the other Party as soon as reasonably practicable about the occurrence of such an event.

(c) Any period within which a Party, pursuant to this Agreement, is required to complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

16.18 Dispute Resolution: In the event of any controversy or claim arising out of or relating to this Agreement or the Scope of Work or Services, the Parties shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to the Parties. If the Parties fail to settle the controversy or claim at the expiration of thirty (30) days, the matter will be referred to sole arbitrator to be appointed by the Parties with mutual consent within fifteen (15) days from the date of receipt of a notice of arbitration served by any Party hereto. In case the Parties fail to agree on sole arbitrator within the prescribed period, the matter shall be referred to two (2) arbitrators, one to be appointed by each of the Parties to dispute and to an umpire to be appointed by the arbitrators before entering upon the reference. The sole arbitrator or the two (2) arbitrators and umpire shall proceed to arbitrate in accordance with and subject to the provisions of the Arbitration Act 1940 or any statutory modification or re-enactment thereof for the time being in force. The Parties agree that:


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(a) all arbitration proceedings will take place in the jurisdiction of the Sindh province;

(b) the language of the arbitration shall be English; (c) it is the intent of the Parties that, barring extraordinary circumstances, arbitration proceedings

will be concluded within one hundred and twenty (120) days from the date the single arbitrator or two arbitrators and an umpire is appointed. The arbitral tribunal may extend this time limit in the interests of justice. Failure to adhere to this time limit shall not constitute a basis for challenging the award;

(d) the decision of such arbitration to award or awards made by such single arbitrator or two

arbitrators and an umpire shall be final and binding upon the Parties; (e) pending the decision or award, the Parties shall continue to perform their obligations pursuant

to the Agreement and Scope of Work; and (f) this clause shall continue in force notwithstanding the termination of this Agreement or any

Statement of Work.

16.19 Integrity Pact

If the Advisory Consortium or any of member thereof or their agents or servants is found to have violated or involved in violation of the Integrity Pact signed by the Lead Advisor or the Advisory Consortium (as the case may be) as Appendix – A to this Agreement, then the Client shall be entitled to:

a) recover from the Lead Advisor or the Advisory Consortium (as the case may be) an amount equivalent to ten times the sum of any commission, gratification, bribe, finder’s fee or kickback given by the it or them or any of it/their sub-consultant, agents or servants;

b) terminate the Contract; and c) recover from the Lead Advisor or the Advisory Consortium (as the case may be) any loss

or damage to the Client as a result of such termination or of any other corrupt business practices by it or them or any of its/their sub-consultant, agents or servants.

16.20 Advisory Consortium Not to be Engaged in Certain Activities

It is agreed that, during the term of this Contract and two years after expiry of Termination Date, each member of the Advisory Consortium and any entity affiliated with them, shall be disqualified from providing goods, works or services (other than the Assignment or any continuation thereof) for any project resulting from or closely related to the Services specified in the agreement.

16.21 Advisory Consortium not to Benefit from Commissions, Discounts, etc.

The Fee pursuant to this Contract shall constitute the Advisory Consortium’s only payment in connection with this Contract or the Services, and the Advisory Consortium shall not accept for their own benefit any trade commission, discount, or similar payment in connection with activities pursuant to this Contract or to the Services or in the discharge of their obligations under the Contract, and the Advisory Consortium shall use their best efforts to ensure that the personnel and/or agents of either of them similarly shall not receive any such additional payment.

16.22 Prohibition of Conflicting Activities


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Each of the members of the Advisory Consortium shall not engage, and shall cause their personnel as well as their Consortium Members and their personnel not to engage, either directly or indirectly, in any business or professional activities which would conflict with the activities assigned to them under this Contract.

16.23 No Breach of Contract The failure of a Party to fulfill any of its obligations under this Contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event.

16.24 Extension of Time Any period within which a Party shall, pursuant to this Contract, complete any action or task, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure.

16.25 Lead Advisor’s Actions Requiring Client’s Prior Approval

The Lead Advisor shall obtain the Client’s prior approval in writing before taking any of the following actions:

a) entering into a sub-contract for the performance of any part of the Assignment; b) appointing such members of the personnel not listed by name in Schedule B;

16.26 Removal and / or Replacement of Personnel

a) Except as the Client may otherwise agree, no changes shall be made in the Key Professional Staff. If, for any reason beyond the reasonable control of the Advisory Consortium, such as retirement, death, medical incapacity, among others, it becomes necessary to replace any of the Key Professional Staff, the Lead Advisor shall provide as a replacement a person of equivalent or better qualifications.

b) If the Client finds that any of the personnel have (i) committed serious misconduct or have been charged with having committed a criminal action, or (ii) have reasonable cause to be dissatisfied with the performance of any of the personnel, then the Lead Advisor shall, at the Client’s written request specifying the grounds thereof, provide as a replacement a person with qualifications and experience acceptable to the Client.

c) The Lead Advisor shall have no claim for additional costs arising out of or incidental to any removal and/or replacement of Personnel.


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16.27 Good Faith

The Parties undertake to act in good faith with respect to each other’s rights under this Contract and to adopt all reasonable measures to ensure the realization of the objectives of this Contract.

17. General Provisions

17.1 The terms of this Agreement and any attachments or addenda hereto form an integral part of this

Agreement. Said attachments are: Schedule A – Assignment (Terms of Reference) Schedule B – Assignment Team Schedule C – Time Plan and Reporting Schedule Schedule D – Deliverable Schedule Schedule E – Fee Schedule

17.2 The Parties agree that the Client is the beneficiary, and that all supplemental agreements, disputes and other financial, legal and technical documents pertaining to the performance of this Agreement shall be processed through the Client.

17.3 The Parties agree that credit on all reports, progress reports, interim reports, and other documents produced under this Agreement shall indicate that the work was conducted under funding provided by the Client.

17.4 The Parties shall cooperate and collaborate in the performance of their respective services in accordance with the RFP, and in accordance with the Scope of Work outlined under Clause 5. The Advisory Consortium shall perform its undertakings in full conformity with the provisions of this Agreement, and shall, at all time, to the extent possible for each Party, prevent any breach in respect thereof.

17.5 The Advisory Consortium agrees that it shall carefully, strictly, and specifically comply with each and every provision of this Agreement that relates to the confidential or proprietary information. Further, the work products, including but not limited to, findings, observations, recommendations, system designs, source and object code(s) and procedures shall be deemed important, confidential and material and in the manner as described in this Agreement.

17.6 The Advisory Consortium or any of its employees shall not, at any time, either directly or indirectly, communicate to any other person, firm, corporation, or public entity in any manner whatsoever, any such confidential or proprietary information, data, or documents gathered, prepared, seen, or generated during the Assignment, except with the explicit permission of the Client.

17.6 The Client agrees that during the provision of the Services, and for a period of six month thereafter, it will not make any offer of employment to any partner / employee involved in the provision of the Services, without the prior written consent of the respective individual member of the Advisory Consortium, through the Lead Advisor.

18. Entire Agreement This Agreement (along with its Schedules, attachments and Annexures) contains all the express provisions agreed on by the Parties with regard to the subject matter of the Agreement, and the Parties waive the right to rely on any alleged express provision not contained in the Agreement.


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19. Exclusivity

This Assignment shall not constitute any exclusivity agreement and as such the individual members of the Advisory Consortium shall have no limitation or bar to engage in any other work relating to third parties during the course of this Assignment.

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as of the date first above written. For and on behalf of Client For and on behalf of Advisory

Consortium

______________________________ Signature

______________________________ Signature

NED University of Engineering & Technology Karachi, (As Lead/ Financial Advisor) Government of Sindh

______________________________ Signature (As Technical Advisor)

______________________________ Signature (As Legal Advisor)

In the Presence of: Witness: ___________________________ 1. Name:

___________________________ 2. Name:


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CNIC:

CNIC:


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SCHEDULE A

Breif of the Project and Terms of

Reference

[As per RFP]


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SCHEDULE B

Assignment Team The engagement will be carried out under the overall supervision of the Lead Advisor, who will be the engagement partner for the Project. The principal Client contact for this engagement will be the Lead Advisor, who has been given overall responsibility for the performance of the obligations under this Agreement and coordinating with individual members of the Advisory Consortium in the performance of their services.


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SCHEDULE C

Time Plan and Reporting Schedule


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SCHEDULE D

Deliverable Schedule


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SCHEDULE E

Fee Schedule